Eight Dragons Company (OTCMKTS:EDRG) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
As part of the use of proceeds described in Item 3.02 herein, we
purchased a minority Member Interest in Rock3r Labs, LLC. Rokk3r
Labs was founded in 2012 as a technology incubator and built
around a three-part strategy of co-inspire, co-build and
co-invest. The firm partners with startups, providing them access
to Rokk3rs own network of developers, strategists, and
subject-matter experts, to help founders focus and develop their
ideas. Specifically, on April 30, 2017, Eight Dragons purchased a
minority non-consolidating interest in Rokk3r Labs, LLC.,
specifically an aggregate of 18.72% of the member Interests of
Rokk3r Labs, LLC. for a purchase price of $1,000,000 (provided at
the direction an entity controlled by Una Taylor for the benefit
of the Company) and the issuance of 9,677,208 shares of common
stock. The Member Unit Purchase Agreement is attached hereto as
Exhibit 10.1
purchased a minority Member Interest in Rock3r Labs, LLC. Rokk3r
Labs was founded in 2012 as a technology incubator and built
around a three-part strategy of co-inspire, co-build and
co-invest. The firm partners with startups, providing them access
to Rokk3rs own network of developers, strategists, and
subject-matter experts, to help founders focus and develop their
ideas. Specifically, on April 30, 2017, Eight Dragons purchased a
minority non-consolidating interest in Rokk3r Labs, LLC.,
specifically an aggregate of 18.72% of the member Interests of
Rokk3r Labs, LLC. for a purchase price of $1,000,000 (provided at
the direction an entity controlled by Una Taylor for the benefit
of the Company) and the issuance of 9,677,208 shares of common
stock. The Member Unit Purchase Agreement is attached hereto as
Exhibit 10.1
Item 3.02 Unregistered Sale of Equity Securities.
On March 13, 2017, a related party controlled by the Chief
Executive Officer of the Company completed a private financing
transactions with certain private investors (the Purchasers), to
a subscription agreement (the Agreement) for an aggregate
purchase price of One Million, Five Hundred and Seventeen
Thousand, Eight Hundred Dollars ($1,517,800) for the benefit of
to be named public entity, now Eight Dragons. Subsequently,
effective April 28, 2017, the Company assumed all the convertible
debentures arising from this private placement in return for
related party making payments for the benefit of, and at the
direction of, the Company in the amount of $1,396,371.12. Upon
the assumption of the convertible debentures, all convertible
debentures were converted into 1,355,783 shares of our common
stock. The related party retains an obligation to wire the
remaining $121,429 to the Company and thus holds the funds for
the benefit of the Company.
Executive Officer of the Company completed a private financing
transactions with certain private investors (the Purchasers), to
a subscription agreement (the Agreement) for an aggregate
purchase price of One Million, Five Hundred and Seventeen
Thousand, Eight Hundred Dollars ($1,517,800) for the benefit of
to be named public entity, now Eight Dragons. Subsequently,
effective April 28, 2017, the Company assumed all the convertible
debentures arising from this private placement in return for
related party making payments for the benefit of, and at the
direction of, the Company in the amount of $1,396,371.12. Upon
the assumption of the convertible debentures, all convertible
debentures were converted into 1,355,783 shares of our common
stock. The related party retains an obligation to wire the
remaining $121,429 to the Company and thus holds the funds for
the benefit of the Company.
On April 27, 2017, the Company entered into Securities Purchase
Agreements with Firstfire Global Opportunities Fund, LLC
(Firstfire) for the sale of a convertible promissory note in
aggregate principal amount of $330,000 (the Firstfire Note).
The Firstfire Note bears interest of 1% per annum and provides
that the Company issue Firstfire 250,000 shares of common stock
as additional consideration for the purchase of the Firstfire
Note. The Firstfire note matures on October 27, 2017. The
Firstfire Note is convertible into common stock, at the
Firstfires option, at 75% multiplied by the lowest traded price
of the Company common during the ten consecutive trading day
period immediately preceding the trading day that the Company
received the Notice of conversion from Firstfire. The Firstfire
Note has limited piggy back registration rights and prepayment
provisions attached.
Agreements with Firstfire Global Opportunities Fund, LLC
(Firstfire) for the sale of a convertible promissory note in
aggregate principal amount of $330,000 (the Firstfire Note).
The Firstfire Note bears interest of 1% per annum and provides
that the Company issue Firstfire 250,000 shares of common stock
as additional consideration for the purchase of the Firstfire
Note. The Firstfire note matures on October 27, 2017. The
Firstfire Note is convertible into common stock, at the
Firstfires option, at 75% multiplied by the lowest traded price
of the Company common during the ten consecutive trading day
period immediately preceding the trading day that the Company
received the Notice of conversion from Firstfire. The Firstfire
Note has limited piggy back registration rights and prepayment
provisions attached.
Item 9.01 Financial Statements And Exhibits.
(d) Exhibits.
The following exhibits are furnished herewith:
|
Exhibit No.
|
Description
|
|
|
10.1
|
Membership Unit Purchase Agreement between Eight Dragons
Company and Rocck3r Labs, LLC, date April 30, 2017. |
Eight Dragons Company (OTCMKTS:EDRG) Recent Trading Information
Eight Dragons Company (OTCMKTS:EDRG) closed its last trading session 00.00 at 8.00 with 100 shares trading hands.
