Image Chain Group Limited, Inc (OTCMKTS:ICGL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On February 14, 2017, Image Chain Group Limited, Inc., a Nevada
corporation (IGCL or the Company) entered into a share exchange
agreement (the Exchange Agreement) with Image Convenience Store
Management Limited, a company registered under the laws of the
British Virgin Islands (ICSML), and Wang Fa Sung, the sole
shareholder of ICSML (the Seller). to the Exchange Agreement, the
Company agreed to acquire one share of ICSML, representing 100%
of ICSMLs issued and outstanding stock, from the Seller in
exchange for the issuance of 200,000,000 shares of the Companys
common stock, par value $0.001 per share (the Common Stock) (the
Exchange), after giving effect to a 1-for-100 reverse stock split
(the Reverse Stock Split) and other transactions provided for in
the Exchange Agreement. Fractional shares will not be issued as a
result of the Reverse Stock Split. Rather, fractional shares will
be rounded up to the next whole share. As of the date of filing
of this Current Report on Form 8-K, the Company has not yet
effected the Reverse Stock Split.
On the closing date of the Exchange, and after giving effect to
the Reverse Stock Split, ICSML will become a wholly-owned
subsidiary of the Company and the Seller will own 200,000,000
shares of Common Stock, representing 98.04% of the issued and
outstanding Common Stock of the Company. For federal income tax
purposes, it is intended that the Exchange qualify as a
reorganization under the provisions of Section 368(a) of the
Internal Revenue Code of 1986, as amended.
The consummation of the transactions contemplated by the Exchange
Agreement is subject to certain customary conditions, including,
among others, the accuracy of the representations and warranties.
In addition, the Exchange Agreement is subject to the approval of
the Exchange by the Companys board of directors and stockholders,
the Reverse Stock Split, the increase in authorized common stock
of the Company by means of filing amended and restated articles
of incorporation, and other items. On February 13, 2017, the
Companys board of directors and stockholders approved the
Exchange, the Reverse Stock Split and the increase in authorized
common stock of the Company.
The closing of the Exchange is expected to occur no later than
May 13, 2017.
The Exchange Agreement may be terminated by mutual written
consent of ICGL and ICSML, or by either ICGL or ICSML in the
event that (i) the other party is subject to a government order
restraining, enjoining or prohibiting the Exchange, (ii) the
other party has been deemed to have committed a material breach
of the Exchange Agreement, or (iii) the closing of the Exchange
has not occurred by May 13, 2017, except if such closing has not
occurred as a result of breach by the party seeking to terminate
the Exchange Agreement.
The foregoing description of the Exchange Agreement is a summary
only and is qualified in its entirety by reference to the full
text of such document, filed herewith as Exhibit 10.1 and
incorporated herein by reference.
Item 3.02 Unregistered Sale of Equity
Securities.
The disclosure in Items 1.01 and 8.01 of this Current Report on
Form 8-K is incorporated by reference into this Item. The Company
claims an exemption from the registration requirements of the
Securities Act of 1933, as amended (the Securities Act), for the
private placement of the herein referenced securities, to Section
4(a)(2) of the Securities Act, Regulation D promulgated
thereunder because, among other things, the transactions did not
involve a public offering, each of the recipients acquired the
securities for investment and not resale, and we took appropriate
measures to restrict the transfer of the securities in each
instance.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
The disclosure in Item 8.01 of this Current Report on Form 8-K is
incorporated by reference into this Item. On February 13, 2017,
the Company filed the Certificate of Correction (as defined in
Item 8.01) with the Secretary of State of the State of Nevada to
correct the inadvertent omission of the designation of the
Companys additional stock as preferred stock. The corrections
made by the Certificate of Correction are retroactively effective
as of the original filing date of the Companys articles of
incorporation on December 18, 2013.
Item 8.01 Other Events.
The Companys articles of incorporation, filed with the Secretary
of State for the State of Nevada on December 18, 2013, authorized
70,000,000 shares of common stock and 5,000,000 undesignated
shares under the heading additional (the Additional Shares). On
May 5, 2015, the Company (under its former name Have Gun Will
Travel, Inc.) entered into a share exchange agreement with
Fortune Delight Holdings Group, Ltd. (FDHG), and its shareholders
(the FDHG Agreement), to which a certain shareholder of FDHG,
Xinyuan Yang (Mr. Yang), received 5,000,000 shares of stock
described in the FDHG Agreement as preferred stock. It was the
Companys intent to specifically designate the Additional Shares
as preferred stock in the original articles of incorporation, and
to issue such shares to Mr. Yang as preferred stock.
In order to remedy the potential for clerical error in the
Companys original articles of incorporation, and to address and
remedy any potential claims or liability against the Company in
connection with the issue of shares to Mr. Yang in connection
with the FDHG Agreement, on February 13, 2017 the Companys board
of directors approved the following actions taken by the Company:
| 1. |
The officers of the Company filed with the Secretary of State of the State of Nevada a Certificate of Correction (the Certificate of Correction), authorized under Chapter 78.0296 of the Nevada Revised Statutes, which revised the originally filed articles of incorporation of the Company to designate the Additional Shares as preferred stock, par value $0.001 per share. The corrections made by the Certificate of Correction are retroactively effective as of the original filing date of the Companys articles of incorporation on December 18, 2013. The foregoing description of the Certificate of Correction is qualified in its entirety by reference to the full text of such document, filed herewith as Exhibit 3.1 and incorporated herein by reference. |
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| 2. |
The Company entered into a Stock Settlement and Release Agreement (the Release Agreement) with Mr. Yang in which the Company agreed to issue to Mr. Yang 5,000,000 shares of common stock in exchange for (i) the transfer to the Company and cancellation of the 5,000,000 shares of preferred stock issued to Mr. Yang in connection with the FDHG Agreement and (ii) an agreement by Mr. Yang to release the Company from any and all liability in connection with prior transactions between the Company and Mr. Yang, including but not limited to the FDHG Agreement. The foregoing description of the Release Agreement is qualified in its entirety by reference to the full text of such document, filed herewith as Exhibit 10.2 and incorporated herein by reference. |
The Company believes that the Certificate of Correction removes
any doubt that the preferred stock issued to Mr. Yang in
connection with the FDHG Agreement was validly issued, and the
Release Agreement further mitigates risk to the Company resulting
from the FDHG Agreement and the issuance of preferred stock to
Mr. Yang. The Company does not consider the issuance of common
stock to Mr. Yang in connection with the Release Agreement to be
a conversion of preferred stock but rather an exchange of shares.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | DESCRIPTION | |
| 3.1 |
Certificate of Correction to the Companys articles of incorporation, filed with the Secretary of State of the State of Nevada on February 13, 2017. |
|
| 10.1 |
Share Exchange Agreement, dated February 14, 2017, by and among the Company, Image Convenience Store Management Limited, and Wang Fa Sung. |
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| 10.2 |
Stock Settlement and Release Agreement, dated February 13, 2017, by and between the Company and Xinyuan Yang. |
* Filed herewith
About Image Chain Group Limited, Inc (OTCMKTS:ICGL)
Image Chain Group Limited, Inc., formerly Have Gun Will Travel Entertainment, Inc., through its operating subsidiaries, is engaged in the business of promoting and distributing its own branded teas that are grown, harvested, cured and packaged in the People’s Republic of China (PRC). The Company’s products are sold in the PRC for domestic consumption. The Company primarily carries out its business activities of selling and marketing its own branded teas through the operation of Yunnan Image Tea Industry Co., Ltd. (Yunnan Image), which is a Puer tea trader in the PRC. Yunnan Image provides approximately eight sub-varieties of refined Puer teas and private label member tea, as well as loose packed teas. Yunnan Image sells majority of its raw teas on a wholesale basis and sells its refined Banzhang Puer on a retail basis under its Image Tea brand. The Yunnan Image also sells its private label teas and refined teas to the members through the Tea Manor Program. Image Chain Group Limited, Inc (OTCMKTS:ICGL) Recent Trading Information
Image Chain Group Limited, Inc (OTCMKTS:ICGL) closed its last trading session at with 100 shares trading hands.