Agora Holdings, Inc. (OTCMKTS:AGHI) Files An 8-K Completion of Acquisition or Disposition of Assets
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On April 17, 2018, Agora Holdings, Inc., a Utah corporation (“we” or the “Company”), entered into a Share Exchange Agreement (the “Agreement”) whereby the Company agreed to acquire all of the outstanding shares of eSilkroad Network Limited, a Hong Kong corporation (“eSilkroad”), which is a company that owns ninety-five percent (95%) of eSilkroad of Ukraine, a limited liability company registered in the Ukraine (eSilkroad Ukraine) (the “Acquisition”). On April 17, 2018, the parties executed the Agreement for the Acquisition, with the Closing to take place at a future date to be determined by the parties (the “Closing Date”).
On August 31, 2018, the shareholders of eSilkroad and the Company entered into an Addendum to Share Exchange Agreement (the “Addendum”), which amended the terms of the Agreement so that the ownership percentage of eSilkroad acquired by the Company would be decreased from 50% to 51%. In addition, the Addendum provides for a monthly payment of $8,000 to Ruben Yakubov, the Company’s president, and Mr. Oleksandr Bondarenko, an officer and director of eSilkroad.
Further on October 4, 2018 the shareholders of eSilkroad and the Company entered into a Second Addendum to the Share Exchange Agreement (the “Second Addendum”), with an effective date of September 30, 2018, which amended the terms of the Agreement so that each of Bondarenko and Sytnyk shall receive 7,136,600 shares of the Company’s common stock (the “Consideration Shares’). In addition, the Addendum revises the current share capital of eSilkroad to include 2 non-voting shares issued prior to the Closing Date, as well as the 20,000 issued and authorized shares of common stock.
On October 23, 2018 the Company received certified confirmation of the transfer of 10,200 shares or 51% of the issued and outstanding share capital of eSilkroad and on October 30, 2018 the Company issued each of Bondarenko and Sytnyk the Consideration Shares. Subsequently on December 28, 2018 the parties to the Agreement exchanged the final closing documents and required certifications to formally conclude the acquisition.
SECTION 3. SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On October 30, 2018 the Company issued each of Bondarenko and Sytnyk 7,136,600 restricted common shares for a cumulative total of 22.48% of the issued and outstanding common stock of the Company
The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Exemption From Registration. The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Regulation S of the Securities Act of 1933, as amended, (“Securities Act”), as promulgated by the U.S. Securities and Exchange Commission under the Securities Act. Our reliance upon the exemption under Rule 903 of Regulation S of the Securities Act was based on the fact that the sales of the securities were completed in an “offshore transaction”, as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the securities. The investor was not a US person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a US person.
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Election of Directors
Appointment of Officers
On December 3, 2018 the Company’s Board of Directors appointed Mr. Oleksandr Bondarenko, 11.242% shareholder of the Company and 24.5% shareholder of the Company’s subsidiary, eSilkroad, as the Company’s Chief Operating Officer. Concurrently, the Company and Mr. Bondarenko entered into a contract for services where under as consideration for the provision of services as COO, Mr. Bondarenko shall be compensated at a rate of $8,000 per month. The term of the Agreement is from December 3, 2018 for a period of 3 years terminating, unless otherwise provided for in the agreement, onDecember 3, 2020.
Mr Bondarenko, age 38, graduated from the National Law Academy of Ukraine in 2002 with a jurisprudence diploma and thereafter obtained a degree in the Science of Law from the National University of State Tax Service of Ukraine in 2015. From 2002 to date Mr. Bondarenko has been self-employed and has focused on the development of concepts and rules of the International Commercial Arbitration Court in the Ukraine, including the rules of online disputes and protection of digital and intellectual property in the European Union, including blockchain technologies. From 2002 through 2014 Mr. Bondarenko focused his attention on research and development obtaining various patents in the Ukraine and Russia, as well as multiple international patents in the field of thermal decomposition of polyethylene and polypropylene waste. From 2014 to date, Mr. Bondarenko has also participated as an investor and founder of several IT startups in the Ukraine including “TOR-Technology” for micronization, mechanical activation and mechanosynthesis materials for use with hard mineral deposits, extraction of precious metals and rare earth minerals. Mr. Bondarenko is the founder and benefactor of various charitable organizations including UWCF which provides for talented children, orphans and children with disabilities, providing active opportunities in the fields of arts, culture, education, science and physical development. More recently in 2015 he has also returned to the field of law with his domestic and international law partnership, Lexliga, providing services in the Ukraine.
Mr. Bondarenko is not an officer or director of any other reporting issuers.
ITEM 8.01OTHER EVENTS
The Company has issued a press release dated January 9, 2019 including the appointment of Mr. Oleksander Bondarenko as the Company’s COO and the closing of the acquisition of a 51% interest in eSilkroad.
A copy of the Press Release has been appended hereto as Exhibit 99.1.
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 Contract for services, Bondarenko and the Company dated December 3, 2018.
99.1 Press release dated January 9, 2019.
Agora Holdings, Inc. Exhibit
EX-10.1 2 ex101.htm CONTRACT FOR SERVICES,…
To view the full exhibit click
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.