HEALTH ADVANCE INC. (OTCMKTS:HADV) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into Material Definitive
Share Exchange Agreement
On January 16, 2017, Health Advance Inc. (the Company) closed a
share exchange agreement (the Share Exchange Agreement) with
Hantian Labs Limited., a corporation existing under the laws of
the United Kingdom (Hantian Labs) to acquire all of the issued
and outstanding shares of Hantian Labs. to the Share Exchange
Agreement, the Company has acquired from Hantian Labs one hundred
percent (50%) interest in Hantian Labs and its controlling
subsidiaries. In consideration for the Share Exchange Agreement,
the Company issued 18,000,000 shares of its common stock, par
value $.001 (the Common Stock) to the shareholders of Hantian
Labs representing the purchase price of Hantian Labs.
Accordingly, the Companys issued and outstanding number of common
shares increased from 26,520,000 shares to 44,520,000 shares. In
addition, Company has waived Hantians undertaking to raise a
minimum financing of $250,000 for marketing of Hantians product
line prior to closing.
The foregoing description of the terms of the Share Exchange
Agreement are qualified in its entirety by reference to the
provisions of the agreement filed as Exhibit 10.1 to this Current
Report on Form 8-K (this Report), which is incorporated by
Item 2.01 Completion of
As described in Item 1.01, the Company acquired Hantian Labs to
the Share Exchange Agreement. On January 16, 2017, Hantian Labs
became a wholly-owned subsidiary of the Company. The disclosures
in Item 1.01 of this Report regarding the Share Exchange
Agreement is herein by reference in its entirety.
Description of Hantian Labs Limited
Hantian Labs (www.hantianlabs.com) is an emerging global leader
in anti-ageing and vitality nutraceutical products. Developed by
a team of research scientists, athletes and beauty professionals,
the Hantian line of tablets uses state-of-the-art age reversal
technology to diminish the signs of ageing, whilst enhancing,
enriching and extending the lives of their consumers. Products,
including GHBurn, Alpha Elite and Revitamar, are made at Hantians
GMP ISO 9001 and Informed Sports certified facility in the United
Kingdom with the strictest quality standards. Hantian products
are Medicines Healthcare Products Regulatory Agency (MHRA)
approved. Hantian also has licenses issued by the Minister of
Health for Canada, issued under the authority of section 7 of the
Natural Health Products Regulations for its products GHBurn and
GHBurn is a scientifically proven powerful natural precursor to
HGH (Human Growth Hormone), the bodys master hormone. It was
uniquely designed to enhance the bodys hormonal system, which
begins to deteriorate after the age of thirty. It increases
testosterone production, lean muscle mass, enhances energy,
alertness and libido, while decreasing fat production and
cravings. GHBurn provides muscles with increased energy at the
cellular level enhancing athletic performance and ability. Used
daily, the unique proprietary blend of ingredients regulates male
hormones, which in effect halts and more importantly reverses the
Alpha Elite is widely considered one of the ultimate supplements
to combat natural testosterone deterioration and enhance overall
male performance. It stimulates and intensifies all vigorous
activity for the Alpha Elite male. Being stimulant free, it
safely elevates your testosterone to new levels, whilst
increasing your lean muscularity, vascularity and libido.
Item 3.02 Unregistered Sales of Equity
Reference is made to the disclosure set forth under Items 1.01 of
this Report, which disclosure is incorporated herein by
The shares of Common Stock issued in connection with the Share
Exchange Agreement were offered and sold in a private transaction
in reliance upon the exemption from registration contained in
Section 4(2) of the Securities Act of 1933, as amended (the
Securities Act). Our reliance on Section 4(2) of the Securities
Act was based upon the following factors: (a) the issuance of the
securities was an isolated private transaction by us which did
not involve a public offering; (b) there were only a limited
number of offerees; (c) there were no subsequent or
contemporaneous public offerings of the securities by us; (d) the
securities were not broken down into smaller denominations; and
(e) the negotiations for the sale of the stock took place
directly between the offeree and us.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Upon the closing of the Merger Agreement on January 16, 2017, the
board of directors of the Company (the Board) appointed Christian
Diesveld as a director of the Company. Mr. Diesveld is currently
the Managing Director of Hantian Labs. Prior to co-founding
Hantian Labs, Christian spent a total of sixteen years within the
public marketplace, specializing in the marketing and financing
of exchange-listed companies to all facets of the international
investment community. Additionally, Mr. Diesveld spent the
previous ten years in the role of Managing Director at Peritus
Capital, a Toronto based Investor Relations firm. Having worked
closely with corporations in the pharmaceutical, technology and
resource sectors, Christian brings an abundance of experience and
contacts from a wide range of sectors throughout the global
As of the date of this Report, there has not been any material
plan, contract or arrangement (whether or not written) to which
any of our officers or directors are a party in connection with
their appointments as officers or directors of the Company.
There are no family relationships between Mr. Diesveld and any
previous officers or directors of the Company.
Related Party Transactions
There are no related party transactions reportable under Item
5.02 of Form 8-K or Item 404(a) of Regulation S-K.
The Company has not entered into any employment agreements with
any of its officers.
Item 8.01 Other Events.
On January 17, 2017, the Company issued a press release
announcing the closing of the Share Exchange Agreement with
Hantian Labs Limited, a copy of which is attached as Exhibit 99.3
to this Report.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
To be filed by amendment as Exhibit 99.1 to this Report and
incorporated herein by reference are the Audited Financial
Statements for Hantian Labs Limited, Inc.
(b) Pro Forma Financial Information.
To be filed by amendment as Exhibit 99.2 to this Report and
incorporated herein by reference is unaudited pro forma combined
financial information of Health Advance Inc.
Share Exchange Agreement, dated October 13, 2016, by and
Audited Financial Statements for the year ended December
Pro forma combined financial information of Health Advance
To be filed by amendment.
About HEALTH ADVANCE INC. (OTCMKTS:HADV)
Health Advance Inc. is a development-stage company. The Company is an online retailer of home medical products. The Company intends to carry a range of products for post-operative and healthcare, including Aids To Daily Living, Ambulatory Products, Bath Safety, Bed Accessories, Catheters, Core Wound Care, Diabetic, Diagnostic Equipment, Enteral Nutrition-Feeding, Home Diagnostics, Incontinence and Lift Chairs/Geri Chairs. The Company’s product range also includes Needles/Syringes, Orthopedics, Ostomy, Pain Management, Personal Protection/Gloves, Professional Use and Diagnostics, Respiratory, Scooters and Accessories, Seating/Cushions, Specialty Medical Equipment and Accessories, Tracheostomy Care, Urologicals/Collection Device, Specialty Wound Care, Wheelchairs Accessories and Women Infant Products. The Company operates under the corporate Website at www.healthadvanceinc.com and its online retailer Website at www.leadingmedicalproducts.com. HEALTH ADVANCE INC. (OTCMKTS:HADV) Recent Trading Information
HEALTH ADVANCE INC. (OTCMKTS:HADV) closed its last trading session down -0.0076 at 0.0524 with shares trading hands.