Agora Holdings, Inc. (OTCMKTS:AGHI) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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Agora Holdings, Inc. (OTCMKTS:AGHI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On June 12, 2017, Agora Holdings, Inc., a Utah corporation (“we” or the “Company”), entered into an Equity Purchase Agreement (the “Agreement”) whereby the Company agreed to acquire all of the outstanding common shares of 9706801 Canada, Inc. d/b/a RiNet Telecom (“RiNet”), which is a company engaged in the deployment, modernization and maintenance of telecommunications networks (the “Acquisition”). RiNet is owned solely by Danail Terziev, a director of the Company. On June 12, 2017 (the “Closing Date”), the parties executed the Agreement for the Acquisition.
Upon the Closing Date, the Company received all of the outstanding common shares of RiNet in exchange for a purchase price of 20,000,000 shares of the Company’s common stock. The Acquisition was subject to customary closing conditions. A copy of the Agreement dated June 12, 2017 is filed as Exhibit 10.1 to this Form 8-K.
The Company intends to file the financial statements of RiNet in an amendment to this Current Report on Form 8-K no later than 71 days from the Closing Date. The foregoing description of the Acquisition and related transactions does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement and incorporated exhibits, which are filed as Exhibit 10.1 hereto, and which are incorporated herein by reference.
The shares of our Common Stock issued in connection with the Acquisition will not be registered under the Securities Act, and have been issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Certificates representing these shares will contain a legend stating the restrictions applicable to such shares.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
The securities described above have been issued in reliance upon exemptions from registration to Section 4(a)(2) under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
10.1 Equity Purchase Agreement and Exhibits


About Agora Holdings, Inc. (OTCMKTS:AGHI)

Agora Holdings, Inc. is a holding company with interests in the media and software applications. The Company, through its subsidiary Geegle Media Ltd. (Geegle), is engaged in the business of software development, specializing in Web, media and low-power television (lpTV) applications, as well as operating support billing software for Voice over Internet Protocol (VOIP) telephony. The Company is focusing its applications on television streaming for the European, Canadian and the United States markets. The Company focuses on the development and marketing of video software for Web television, which it manages through the domain www.geegle.tv. Geegle TV is an international, automated platform that can deliver content from any source into any country provided the Company has rights to that content. It provides Website development services and billing software services, along with customized domain services, including online marketing for these domains.