SUNDANCE STRATEGIES, INC. (OTCMKTS:SUND) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry into a Material Definitive Agreement
Effective December 6, 2018, Sundance Strategies, Inc. (the “Company”) has agreed to repurchase an aggregate of 8,000,000 shares (the “Repurchased Shares”) of common stock of the Company (“Common Stock”) from three existing stockholders at a price of $0.05 per share of Common Stock. Per the terms of the share repurchase agreement, the cancellation of the shares will happen immediately, although the Company’s payment for the repurchased shares is not required until such time as the Company is financially able to make such payments. The Repurchased Shares include (i) 1,500,000 shares of Common Stock repurchased from North Shore Foundation LLP and 500,000 shares of Common Stock repurchased from Primary Colors LLC, each of which is an entity beneficially owned by Ty D. Mattingly, a former member of the Board of Directors of the Company (the “Board”), and (ii) 6,000,000 shares of Common Stock repurchased from Zoe LLC.
| Item 3.02 |
Unregistered Sales of Equity Securities |
The disclosure included in Item 5.02 below related to the issuance of shares of Common Stock is incorporated into this Item 3.02 by reference.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 5, 2018, Ty D. Mattingly resigned from the Board of Directors of the Company.
On December 6, 2018, the Board of Directors appointed Stephen E. Quesenberry and Glenn S. Dickman to fill vacancies on the Board of Directors. Mr. Quesenberry and Mr. Dickman have not yet been appointed to serve on any committees of the Board of Directors. In connection with their appointments to the Board of Directors, Mr. Quesenberry and Mr. Dickman were each awarded 300,000 shares of Common Stock. In addition, on December 6, 2018, one of the other members of the Board of Directors, Randall F. Pearson, was also awarded 300,000 shares of Common Stock. The aggregate 900,000 shares of Common Stock granted to the members of the Board of Directors were issued to the exemption from registration in Section 4(a)(2) of the Securities Exchange Act of 1933, as amended.
On July 25, 2018, Mr. Dickman loaned the Company $250,000 through an unsecured promissory note, which bears interest at a rate of 8% annually. To date, the Company has not made any principal or interest payments under this note. As of the date hereof, the full $250,000 of principal remains outstanding and the Company has accrued $3,698 of unpaid interest.
About SUNDANCE STRATEGIES, INC. (OTCMKTS:SUND)
Sundance Strategies, Inc., formerly Java Express, Inc., is a specialty financial services company. The Company is engaged in the business of purchasing or acquiring and selling life insurance policies and residual interests in or financial products tied to life insurance policies, including notes, drafts, acceptances, open accounts receivable and other obligations representing part or all of the sales price of insurance, life settlements and related insurance contracts being traded in the secondary marketplace, referred to as the life settlements market. The Company is focused on the purchase and sale of net insurance benefit contracts (NIB) based on life insurance policies. The Company does not take possession or control of the policies. The Company does not purchase or hold life insurance policies but, rather, holds a contractual right to receive the NIBs, from a portfolio of life insurance policies held by a third-party.
