Attached files
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| EX-99.1 - PRESS RELEASE - Blockchain Industries, Inc. | bcii_ex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of report (date of earliest event reported): January 16,
2019
Blockchain Industries, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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000-51126
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88-0355407
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer ID No.)
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730 Arizona Ave., Suite 220
Santa Monica, California
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90401
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code:
866-995-7521
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On January 16, 2019, Blockchain
Industries, Inc. (the “Company”) entered into a binding
letter of intent (the “Letter of Intent”) with BTHMB
Holdings Pte. Ltd., a Singapore corporation (“BTHMB”).
The Letter of Intent provides that the Company and BTHMB will
negotiate the terms of a certain stock purchase whereby the Seller
shall sell that certain number of shares of the Company’s
Common Stock (the “Sale Shares”) representing a super
majority of the Company’s outstanding shares of Common Stock.
At the consummation of the transaction, the Company shall become a
subsidiary of BTHMB.
This
Letter of Intent may be terminated (a) by mutual written consent,
(b) by either party (i) after February 7, 2019 (the
“Termination Date”) if a definitive agreement is not
executed and delivered by the parties prior to such time, or (ii)
if the transaction is enjoined by a court or any governmental
body.
The
Letter of Intent requires the parties to negotiate and execute a
definitive agreement, otherwise the Letter of Intent
terminates.
Item 8.01 Other Events.
On
January, 2019, the Company issued a press release announcing the
Letter of Intent. A copy of the press release is attached as
Exhibit 99.1 hereto.
tem 9.01. Exhibits.
(d) Exhibits
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Exhibit No.
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Exhibit
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Press Release dated January 22,
2019.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly
authorized.
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Blockchain Industries, Inc.
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Date: January 22, 2019
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By:
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/s/ Patrick Moynihan
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Name: Patrick Moynihan
Title: Chairman & Chief Executive Officer
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