NOWNEWS DIGITAL MEDIA TECHNOLOGY CO. LTD. (OTCMKTS:NDMT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
On November 19, 2016, NowNews Digital Media Technology Co., Ltd.
(the Company) entered into a share exchange agreement (the
Agreement) with Lao Development Holding Limited (Lao
Development), a Seychelles company and each of the shareholders
of Lao Development (the Shareholders) to acquire all the issued
and outstanding shares of common stock of Lao Development in
exchange for 2,137,500 restricted shares of common stock, par
value $0.001 of the Company (Share Exchange). The closing of the
transactions contemplated under the Agreement is subject to the
fulfillment of certain conditions. The Share Exchange is expected
to close on November 19, 2017 or such other date and time as all
parties may mutually determine (the Closing Date).
The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by the Agreement, a
copy of which is attached to this Current Report on Form 8-K as
Exhibit 10.1 which is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities |
As part of the Agreement, the Company will issue an aggregate of
2,137,500 shares of common stock to Lao Development. The issuance
of the shares will be exempt from registration under Rule 903 of
Regulation S of the Securities Act on the basis that the
transaction will be an offshore transaction, as defined in Rule
902(h) of Regulation S. The Company did not engage in any
directed selling efforts, as defined in Regulation S, in the
United States in connection with the sale of the Companys shares.
The Shareholders represented to the Company that the Shareholders
were not U.S. persons, as defined in Regulation S, and were not
acquiring the Shares for the account or benefit of a U.S. person.
The 2,137,500 shares will be issued after all the closing
conditions set forth in the Agreement has been satisfied on the
Closing Date. The shares are subject to restrictions on resale to
Commission Rule 144 under the Securities Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
| Exhibit No. | Description | |
| 10.1 | Share Exchange Agreement dated November 19, 2016* |
*Filed herewith
About NOWNEWS DIGITAL MEDIA TECHNOLOGY CO. LTD. (OTCMKTS:NDMT)
NOWnews Digital Media Technology Co. Ltd. is engaged in offering online advertising and marketing services, and news content licensing. The Company’s advertising product offerings consist of banner, button, text-link and video advertisements that appear on pages within its Website, and advertising campaign design and management services. The Company’s primary advertising and sponsorship client base for advertising and sponsorships includes international and local companies. The Company offers brand advertising services in display formats on its Website, as well as performance-based online marketing solutions, such as promoted feeds on mobile or tablet. Display advertising consists of the text, images and other interactive advertisements that run across the Web on computers and mobile devices, including content specially formatted to be displayed on smartphones, tablets and other mobile personal digital devices. NOWNEWS DIGITAL MEDIA TECHNOLOGY CO. LTD. (OTCMKTS:NDMT) Recent Trading Information
NOWNEWS DIGITAL MEDIA TECHNOLOGY CO. LTD. (OTCMKTS:NDMT) closed its last trading session up +0.25 at 4.50 with 1,591 shares trading hands.
