Life Clips, Inc. (OTCMKTS:LCLP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on June 22, 2017, Life Clips, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”), by and among the Company, Ascenda Corporation (“Seller”), Hong Kong Ascenda International Co., Limited (a Hong Kong company) (“Company HK”), and Hong Kong Ascenda International Co., Limited (a Samoa company) (“Company Samoa”), to which the Company acquired from Seller 50% of the equity interests of Company HK and of Company Samoa, in return for the issuance by the Company to Seller of 10,000,000 shares of common stock of the Company and a promissory note (the “Note”) payable by the Company to Seller in the amount of $500,000 (the “Acquisition”). The material terms of the SPA are described in the Company’s Current Report on Form 8-K filed on June 27, 2017. Such description is hereby incorporated into this Current Report by reference.
On November 27, 2017, the Company, Seller, Company HK, Company Samoa and Donald Ruan entered into a Rescission and Mutual Release Agreement (the “Rescission Agreement”) to which the parties thereto agreed to unwind and rescind the Acquisition. to the Rescission Agreement, the parties thereto agreed that the SPA and all of the transactions contemplated thereby are rescinded ab initio, and will be of no further force or effect, as a result of the Acquisition is deemed not to have occurred, and, notwithstanding anything to the contrary in the Note, the Note was terminated and rescinded ab initio, and will be of no further force or effect.
to the terms of the Rescission Agreement, Mr. Ruan resigned from all positions he held as a director or officer of the Company and any of its subsidiaries. In addition, the Employment Agreement entered into between the Company and Mr. Ruan was terminated, and Mr. Ruan waived any rights to the 500,000 shares of common stock that were to be issued by the Company to the Employment Agreement.
The description of the Rescission Agreement as set forth above is qualified in its entirety by reference to the full Rescission Agreement, which is attached hereto as Exhibit 10.1.
The foregoing description of the Rescission Agreement is not complete a description of all of the parties’ rights and obligations under the Rescission Agreement and is qualified in its entirety by reference to the Rescission Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
Life Clips, Inc. ExhibitEX-10.1 2 ex10-1.htm RESCISSION AND MUTUAL RELEASE AGREEMENT Dated as of November 27,…To view the full exhibit click here
About Life Clips, Inc. (OTCMKTS:LCLP)
Life Clips, Inc., formerly Blue Sky Media Corporation, is engaged in developing software. The Company is focused on the marketing of the HP branded products, as well as the Mobeego products in the United States as well as internationally. The Company holds a sublicense to use, reproduce and display the HP trademarks in various territories on HP Branded Products. The Company’s products will be the HP branded action cameras, 360 cameras, dash cameras and still cameras. In addition, the Company will sell Mobeego batteries. The Company is focused on products, including Batteries, The Battery (Energy Unit) and Adapter. Its Energy Unit consists of a custom designed plastic casing, shaped as a small can of energy drink, hosting a lithium battery. The Company plans to sell its products through retailers directly and through distributors. In addition to its international sales, the Company plans to sell directly to retailers in the United States.