ABV Consulting, Inc. (OTCMKTS:ABVN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On February 24, 2017, ABV Consulting, Inc., (ABV or the Company)
entered into a Share Exchange Agreement (the Agreement) with
Allied Plus (Samoa) Limited, an international company
incorporated in Samoa with limited liability (APSL), and each of
APSLs shareholders (collectively, the Sellers), to which, among
other things and subject to the terms and conditions contained
therein, the Company will effect an acquisition of APSL by
acquiring from the Sellers all outstanding equity interests of
APSL (the Acquisition).
to the Agreement, in exchange for all of the outstanding shares
of APSL, the Company will issue 1,980,000,000 shares of common
stock of the Company (the Exchange Shares) to the Sellers. The
Exchange Shares will be allocated among the Sellers pro-rata
based on each Sellers ownership of APSL prior to the Acquisition.
The Exchange Shares will be subject to a lock-up as set forth in
the Agreement.
The Agreement contains a number of representations and warranties
made by the Company, on the one hand, and APSL and the Sellers on
the other hand, made solely for the benefit of the other, which
in certain cases are subject to specified exceptions and
qualifications contained in the Agreement or in information
provided to certain disclosure schedules to the Agreement. The
representations and warranties are customary for transactions
similar to the Acquisition.
The Agreement also contains certain customary covenants by each
of the parties during the period between the signing of the
Agreement and the earlier of the closing of the Agreement (the
Closing) or the termination of the Agreement in accordance with
its terms, including but not limited to covenants regarding the
operation of their respective businesses in the ordinary course
of business, confidentiality and publicity, and no solicitation
of other competing transactions.
The obligation of the parties to complete the Acquisition is
subject to the fulfillment (or, in some cases, the waiver) of
certain closing conditions, including but not limited to:
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the approval of the Agreement and the transactions contemplated thereby (including the Acquisition) by the Companys board of directors and stockholders; |
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all necessary consents from government authorities and third parties have been obtained; and |
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no adverse effect has occurred to any party as of the Closing. |
A copy of the Agreement is filed with this Current Report on Form
8-K as Exhibit 10.1 and is incorporated herein by reference, and
the foregoing description of the Agreement is qualified in its
entirety by reference thereto.
Item 3.02 Unregistered Sale of Equity
Securities.
The disclosure in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item. The Company claims an
exemption from the registration requirements of the Securities
Act of 1933, as amended (the Securities Act), for the private
placement of the herein referenced securities, to Section 4(a)(2)
of the Securities Act and Regulation D promulgated thereunder
because, among other things, the transactions did not involve a
public offering, each of the recipients acquired the securities
for investment and not resale, and the Company took appropriate
measures to restrict the transfer of the securities in each
instance.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On December 19, 2016, the board of directors and the stockholders
of the Company approved, each by written consent, an amendment to
the Companys articles of incorporation (the Amendment) which had
the effect of increasing the authorized number of shares of the
Companys common stock from 100,000,000 shares of common stock,
par value $0.0001 to 3,000,000,000 shares of common stock, par
value of $0.0001 per share. The Amendment did not amend the
authorized number of shares of the Companys preferred stock or
any other item contained in the Companys articles of
incorporation.
On December 19, 2016, the Company filed a Certificate of
Amendment with the Secretary of State of the State of Nevada, and
the Amendments effective date is December 19, 2016.
A copy of the Certificate of Amendment is filed with this Current
Report on Form 8-K as Exhibit 3.01 and is incorporated herein by
reference, and the foregoing description of the Amendment is
qualified in its entirety by reference thereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
DESCRIPTION |
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3.1 |
Amendment to the Companys articles of incorporation, filed |
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10.1 |
Share Exchange Agreement, dated February 24, 2017, by and |
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* Filed herewith
About ABV Consulting, Inc. (OTCMKTS:ABVN)
ABV Consulting, Inc. provides merchandising and consulting services to craft beer brewers and distributors. The Company also provides marketing support within the craft beer industry to retailers and other organizations. The Company provides general branding support, including marketing research, naming and graphic design help. It builds and merchandises displays of product in the off-premise class of trade. It executes sampling promotions, where legal, in the on-premise and off-premise class of trade. The Company develops and/or executes promotions in the on-premise class of trade. It is also involved in manning sampling booths at local beer festivals. It develops and/or executes other sales and marketing strategies. The Company focuses on providing services for retailers and other organizations using craft beer, including organizing, promoting and managing beer festivals; managing merchandising, and promoting and executing sampling efforts in order to drive customers into the store. ABV Consulting, Inc. (OTCMKTS:ABVN) Recent Trading Information
ABV Consulting, Inc. (OTCMKTS:ABVN) closed its last trading session 00.00 at 2.00 with shares trading hands.
