HotApp International Inc. (OTCMKTS:HTPN) Files An 8-K Entry into a Material Definitive Agreement

HotApp International Inc. (OTCMKTS:HTPN) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01

Entry into a Material Definitive Agreement.
Loan Conversion Agreement
On March 27, 2017, HotApp International Inc. (the Company)
entered into a Loan Conversion Agreement with Singapore
eDevelopment Limited (SeD), a Singapore company, to which SeD
agreed to convert $450,890.00 of debt owed by the Company to SeD
into 500,988,889 shares of the Companys common stock at a
conversion price of $0.0009 per share. SeD is the Companys
majority stockholder. Fai H. Chan, the Companys Chief Executive
Officer and a member of the Companys board of directors, is also
the Chief Executive Officer and a member of SeDs board of
directors, as well as the majority shareholder of SeD. Conn
Flanigan, another member of the Companys board of directors,
serves in various director and officer positions with
subsidiaries of SeD. Lui Wai Leung (Alan), the Companys Chief
Financial Officer, is also the Chief Financial Officer of SeD.
Mr. Lum Kan Fai (Vincent), the Companys Chief Technology Officer
and a member of the Companys board of directors, is also the
Chief Technology Officer of SeD.
The Companys board of directors and majority stockholder have
approved an increase in the number of the Companys authorized
shares of common stock from 500,000,000 to 1,000,000,000 by means
of an amendment to the Companys Articles of Incorporation. This
increase in authorized shares will permit the Company to issue
the 500,988,889 shares of common stock described above. This
amendment to the Companys Articles of Incorporation will be
further described in a definitive information statement to be
filed by the Company.
Preferred Stock Cancellation Agreement
On March 27, 2017, SeD and the Company also entered into a
Preferred Stock Cancellation Agreement, by which SeD agreed to
cancel its 13,800,000 shares Perpetual Preferred Stock issued by
the Company.
Item 3.02
Unregistered Sales of Equity Securities.
On March 27, 2017, SeD acquired 500,988,889 shares of the
Companys common stock in exchange for $450,890.00 of debt owed by
the Company to SeD at a conversion price of $0.0009 per share, as
described in Item 1.01 above, which is incorporated herein by
reference. The issuance of these shares was completed in
accordance with the exemption provided by Section 4(a)(2) of the
Securities Act of 1933, as amended.
Item 5.07
Submission of Matters to a Vote of Security Holders.
On March 28, 2017, the Companys majority stockholder, SeD, who
owns 5,801,687 shares of the Companys common stock, or
collectively 98.17% of the Companys outstanding voting
securities, approved an increase in the number of the Companys
authorized shares of common stock from 500,000,000 to
1,000,000,000 by means of an amendment to the Companys Articles
of Incorporation. This increase in authorized shares will permit
the Company to issue the 500,988,889 shares of common stock
described in Item 1.01 above, which is incorporated by referenced
herein. This amendment to the Companys Articles of Incorporation
will be further described in a definitive information statement
to be filed by the Company.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Description
10.1
Loan Conversion Agreement, by and among HotApp
International Inc. and Singapore eDevelopment Limited,
dated as of March 27, 2017.
10.2
Preferred Stock Cancellation Agreement,by and among
HotApp International Inc. and Singapore eDevelopment
Limited, dated as of March 27, 2017.


About HotApp International Inc. (OTCMKTS:HTPN)

HotApp International Inc. offers a software application, HotApp. The Company’s HotApp is a cross-platform mobile application that incorporates instant messaging and e-commerce. It provides a messaging and calling service for HotApp users (text, photo, audio). HotApp can be used on mobile platforms, such as iPhone operating software (IOS) Online or Android. Its HotApp is a community communications ecosystem, connecting users wishing to seek out both local and global communities and equipping them with tools to communicate across borders. HotApp intends to monetize the relationship between advertisers, online-to-offline (O2O) operators and e-service providers, and the HotApp communities. The features of HotApp, such as HotNearby and HotRoom, help in peer-to-peer buying decision. With the Company’s platform, users can discover and build their own communities, and create content.

HotApp International Inc. (OTCMKTS:HTPN) Recent Trading Information

HotApp International Inc. (OTCMKTS:HTPN) closed its last trading session at 0.0000 with shares trading hands.

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