TRANSAKT LTD. (OTCMKTS:TAKD) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
-
0

TRANSAKT LTD. (OTCMKTS:TAKD) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement
Item 3.02 Unregistered Sales of Equity Securities
Item 5.01 Changes in Control of Registrant

On July 15, 2016, TransAKT Ltd. (we”, “us” “our, the Company)
entered into Securities Purchase Agreement with our President,
Chief Executive Officer and Director, Ho Kang-Wing, to which we
issued to Mr. Ho a Convertible Promissory Note (the Note) in
consideration of $1,000,000 in cash proceeds. The Note bears
interest at the rate of 8% per annum and may be prepaid in whole
or in part without penalty before the maturity date of July 14,
2018. At the option of the Holder, the outstanding principal and
accrued interest underlying Note may be converted from time, on
or following the maturity date, into common shares of our Company
at the price of $0.01 per share.

As at February 28, 2017 there was $1,050,666.66 in unpaid
principal and accumulated unpaid interest payable to Mr. Ho in
respect of the Note. On that date, Mr. Ho elected to convert the
entire outstanding amount of the Note into 105,066,666 shares of
our common stock. Accordingly, on March 3, 2017 we issued
70,000,000 common shares to Mr. Ho and 35,066,666 common shares
to his assignee, Mr. Au Yeung Kam Hung. Issuance of the
105,066,666 shares was made to two (2) non-US person (as that
term is defined in Regulation S of the Securities Act of 1933),
in an offshore transaction relying on Regulation S of the
Securities Act of 1933, as amended.

As a result of his acquisition of the 70,000,000, Ho Kang-Wing
now holds direct voting and dispositive control over 71,250,000
of our common shares, being approximately 53.37% of our issued
and outstanding common stock. Mr. Ho used personal funds to
acquire the convertible promissory note and resulting shares.

The following table sets forth, as of March 3, 2017, certain
information with respect to the beneficial ownership of our
common shares by each shareholder known by us to be the
beneficial owner of more than 5% of our common shares, as well as
by each of our current directors and executive officers as a
group. Each person has sole voting and investment power with
respect to the shares of common stock, except as otherwise
indicated. Beneficial ownership consists of a direct interest in
the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner Amount and Nature of Beneficial
Ownership (Common Shares) 		Percentage of
Class(1)
Ho Kang-Wing President, Chief Executive Officer,
and Director 23 Sam Mun Tsai Road, The
Beverly Hills Boulevard Du Lac, House 212, Tai Po, NT Hong
Kong 		71,250,000 53.37%
Tam Yuk-Ching Director 23 Sam Mun Tsai Road, The Beverly
Hills Boulevard Du Lac, House 212, Tai Po, NT Hong Kong 		1,400,000 1.05%
He Jingtian Director 11 Jinghong Road Hujing Garden Daliang
Shunde 528300 Foshan Gd China 		1,400,000 1.05%
He Jiaxian Director 11 Jinghong Road Hujing Garden Daliang
Shunde 528300 Foshan Gd China 		750,000 (2)
Yam Chi-Wah Chief Financial Officer Flat E 7/F Block 21
Laguna City Kwun Tong Kowloon, Hong Kong 		125,000 (2)

Name and Address of Beneficial Owner Amount and Nature of Beneficial
Ownership (Common Shares) 		Percentage of
Class(1)
Directors and Executive Officers as
a
Group(1) 		74,925,000 Common Shares 56.12%
Name and Address of Beneficial Owner Amount and Nature of Beneficial
Ownership (Common Shares) 		Percentage of
Class(1)
Liu Ju-Wen 2nd Floor-2 No 8 Lane 80 San-Min Rd Song-San
District Taipei City, Taiwan 		1,955,970 1.46%
Au Yeung Kam Hung Room 1306 Lai Ming House, Wah Ming
Estate, Fanling,, Hong Kong 		36,401,666 27.26%
Other holders of 5% or more 38,357,636 Common Shares 28.72%
(1)

Under Rule 13d-3, a beneficial owner of a security includes
any person who, directly or indirectly, through any
contract, arrangement, understanding, relationship, or
otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and
(ii) investment power, which includes the power to dispose
or direct the disposition of shares. Certain shares may be
deemed to be beneficially owned by more than one person
(if, for example, persons share the power to vote or the
power to dispose of the shares). In addition, shares are
deemed to be beneficially owned by a person if the person
has the right to acquire the shares (for example, upon
exercise of an option) within 60 days of the date as of
which the information is provided. In computing the
percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares
beneficially owned by such person (and only such person) by
reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in
this table does not necessarily reflect the persons actual
ownership or voting power with respect to the number of
shares of common stock actually outstanding on March 3,
2017. As of March 3, 2017 there were 133,506,570 shares of
our companys common stock issued and outstanding.

(2)

Less than 1%

Item 9.01 Financial Statements and Exhibits
10.1 Share Purchase Agreement dated July 15, 2016 with Ho
Kang-Wing (incorporated by reference to
exhibit 10.1 of our Current Report on Form 8-K filed on July
19, 2016
10.2 Convertible Promissory Note issued July 15, 2016 with Ho
Kang-Wing (incorporated by reference
to exhibit 10.2 of our Current Report on Form 8-K filed on
July 19, 2016


About TRANSAKT LTD. (OTCMKTS:TAKD)

TransAKT Ltd. is engaged in the sale and distribution of indoor agricultural equipment, including lighting, irrigation and hydroponic growing systems. The Company purchases inventory from third-party manufacturers and re-sells equipment to various indoor agricultural operators located in Asia. It supplies indoor agricultural equipment to commercial producers of fruits and vegetables. Its products are focused on enclosed greenhouses, which rely on artificially controlled ambient conditions, such as temperature, humidity, nutrition and lighting. Its products include growing systems consisting of simulated sunlight light emitting diode (LED) boards, growing racks in various configurations for commercial and residential applications, environment control and plant nutrition control components, portable work tables and ladders, fruit and vegetable seeds and nutrition products, and ready to eat vegetables. The Company’s primary markets include Taiwan, Hong Kong, Mainland China and Singapore.

TRANSAKT LTD. (OTCMKTS:TAKD) Recent Trading Information

TRANSAKT LTD. (OTCMKTS:TAKD) closed its last trading session up +0.170 at 0.200 with 1,852 shares trading hands.