Agora Holdings, Inc. (OTCMKTS:AGHI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
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 the Company's common stock. 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.
A copy of the Second Addendum is filed as Exhibit 10.1 to this Current Report on Form 8-K.
ITEM 8.01 OTHER EVENTS
On October 5, 2018 the Company issued a press release to disclose the Second Addendum as more fully described in Item 1.01 above.
A copy of the Press Release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
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 Addendum to Share Exchange Agreement signed October 4, 2018
99.1 Press Release issued October 5, 2018
Agora Holdings, Inc. ExhibitEX-10.1 2 ex101.htm ADDENDUM TO SHARE EXCHANGE AGREEMENT SIGNED OCTOBER 4,…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.