Adaiah Distribution Inc. (OTCMKTS:ADHH) Files An 8-K Unregistered Sales of Equity Securities
ITEM 3.02 UNREGISTERED SALE OF SECURITIES
Since the filing of its annual report on Form 10-K for the fiscal
year ended October 31, 2016, Adaiah Distribution Inc., a Nevada
corporation (the Company), has issued a total of 101,000,000
shares of its common stock.
On January 2, 2017, the Company approved the issuance of
76,000,000 sharesof its common stock to Nikolay Titov, as
compensation for his continued services as the Companys sole
executive officer and sole member of the Board of Directors.
On June 30, 2016, the Company issued a Convertible Promissory
Note in the principal amount of $39,291.00 to a non-affiliate,
third party (the Third Party). This Convertible Promissory Note
(the Note) was issued in consideration of advances and loans made
by the Third Party to the Company.
to the terms of the Note, the holder has the right to convert any
portion of the principal amount thereof at the par value of the
Companys common stock. The holder also has the right to assign
any portion of the Note, or assign the shares to be issued upon
any conversion of the Notes, to other parties.
During the months of December 2016 and January, 2017, the Third
Party sold part of its interest in the Note to five (5) other
independent third parties (the Holders).
During the month of January 2017, the Holders provided notices of
election to convert a total of $25,000.00 of the Note into
shares, which totaled 25,000,000shares.
Each of the foregoing issuances of securities was exempt from
registration due to the exemption found in Regulation S
promulgated by the Securities and Exchange Commission under the
Securities Act of 1933. These sales were offshore transactions
since all of the offerees were not in the United States and the
purchasers were outside the United States at the time of the
purchase. Moreover, there were no directed selling efforts of any
kind made in the United States neither by us nor by any affiliate
or any person acting on our behalf in connection with any of
these offerings. All offering materials and documents used in
connection with the offers and sales of the securities included
statements to the effect that the securities have not been
registered under the Securities Act of 1933 and may not be
offered or sold in the United States or to U.S. persons unless
the securities are registered under the Act or an exemption
therefrom is available and that hedging transactions involving
those securities may not be conducted unless in compliance with
the Act. Each purchaser under Regulation S certified that it is
not a U.S. person and is not acquiring the securities for the
account or benefit of any U.S. person and agreed to resell such
securities only in accordance with the provisions of Regulation
S, to registration under the Act or to an available exemption
from registration. The shares sold are restricted securities and
the certificates representing these shares have been affixed with
a standard restrictive legend, which states that the securities
cannot be sold without registration under the Securities Act of
1933 or an exemption therefrom and we are required to refuse to
register any transfer that does not comply with such
requirements.
About Adaiah Distribution Inc. (OTCMKTS:ADHH)
Adaiah Distribution Inc, located in Anapa, Russian Federation, is engaged in developing and distributing pillow. The company was incorporated on September 12, 2013. Adaiah Distribution Inc. (OTCMKTS:ADHH) Recent Trading Information
Adaiah Distribution Inc. (OTCMKTS:ADHH) closed its last trading session at 0.00700 with 2 shares trading hands.