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 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.
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.
Item 3.02 Unregistered Sale of Equity Securities.
On March 13, 2017, we completed 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 issuance of 1,484,468.75
shares of our common stock to be rounded up upon issuance.
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 issuance of 1,484,468.75
shares of our common stock to be rounded up upon issuance.
Use of Proceeds: The proceeds will be used for acquisitions and
working capital.
working capital.
The offer and sale of the securities above were effected in
reliance on the exemptions for sales of securities not
involving a public offering, as set forth in Rule 506
promulgated under the Securities Act of 1933, as amended (the
Securities Act) and in Section 4(2) and Section 4(6) of the
Securities Act and/or Rule 506 of Regulation D.
reliance on the exemptions for sales of securities not
involving a public offering, as set forth in Rule 506
promulgated under the Securities Act of 1933, as amended (the
Securities Act) and in Section 4(2) and Section 4(6) of the
Securities Act and/or Rule 506 of Regulation D.
On April 12, 2017, we issued One Million (1,000,000) shares of
Series A Preferred Stock to our current control shareholder in
consideration for services rendered.
Series A Preferred Stock to our current control shareholder in
consideration for services rendered.
As required to be disclosed by Regulation S-K Item 403(c),
there are no arrangements, known to the Company, including any
pledge by any person of securities of the Company or any of its
parents, the operation of which may at a subsequent date result
in a change in control of the Company.
there are no arrangements, known to the Company, including any
pledge by any person of securities of the Company or any of its
parents, the operation of which may at a subsequent date result
in a change in control of the Company.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On April 19, 2017, the Board of Directors appointed Martin
Schmieg. From 2016 to the present, Mr. Schmieg has been a
director of BriaCell Therapeutics Corporation. From 2013 to the
present, Mr. Schmieg has been General Manager of ClearIt, LLC.
From 2010 to the present, Mr. Schmieg was founder and General
Manager of Medical Technology Consulting (MSMTC). Mr. Schmieg
is a graduate of LaSalle University, BS Business
Administration, Major in Accounting Licensed (inactive)
Certified Public Accountant.
Schmieg. From 2016 to the present, Mr. Schmieg has been a
director of BriaCell Therapeutics Corporation. From 2013 to the
present, Mr. Schmieg has been General Manager of ClearIt, LLC.
From 2010 to the present, Mr. Schmieg was founder and General
Manager of Medical Technology Consulting (MSMTC). Mr. Schmieg
is a graduate of LaSalle University, BS Business
Administration, Major in Accounting Licensed (inactive)
Certified Public Accountant.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Change in Fiscal Year.
Effective on April 12, 2017, in conjunction with the filing of
the amendment to the Company’s Articles of Incorporation with
the Nevada Secretary of State, specifically a Certificate of
Designation, the Company amended its Articles of Incorporation
to designate 1,000,000 shares of its authorized preferred stock
as Series A Preferred Stock with specific rights and
preferences including the provision that each share of the
Series A Preferred Stock shall have one thousand votes on all
matters presented to be voted by the holders of Common Stock.
The Series A Preferred Stock is not convertible to Common
Stock.
the amendment to the Company’s Articles of Incorporation with
the Nevada Secretary of State, specifically a Certificate of
Designation, the Company amended its Articles of Incorporation
to designate 1,000,000 shares of its authorized preferred stock
as Series A Preferred Stock with specific rights and
preferences including the provision that each share of the
Series A Preferred Stock shall have one thousand votes on all
matters presented to be voted by the holders of Common Stock.
The Series A Preferred Stock is not convertible to Common
Stock.
Item 8.01 Other Events.
On April 12, 2017, our Board of Directors adopted a Financial
Code of Ethics (attached hereto as Exhibit 14.1) and adopted
the 2017 Omnibus Equity Compensation Plan (attached hereto as
Exhibit 14.1) as reserved Five Million (5,000,000) shares of
common stock for future issuance under the 2017 Omnibus Equity
Compensation Plan.
Code of Ethics (attached hereto as Exhibit 14.1) and adopted
the 2017 Omnibus Equity Compensation Plan (attached hereto as
Exhibit 14.1) as reserved Five Million (5,000,000) shares of
common stock for future issuance under the 2017 Omnibus Equity
Compensation Plan.
Item 9.01 Financial Statements And Exhibits.
(d) Exhibits.
The following exhibits are furnished herewith:
|
Exhibit No.
|
Description
|
|
|
3.1
|
Series A Preferred Stock Preferences Rights and
Limitations. |
|
|
10.1
|
2017 Omnibus Equity Compensation Plan
|
|
|
14.1
|
Financial Code of Ethics
|
Eight Dragons Company (OTCMKTS:EDRG) Recent Trading Information
Eight Dragons Company (OTCMKTS:EDRG) closed its last trading session 00.00 at 10.00 with 190 shares trading hands.
