WEYLAND TECH INC. (OTCMKTS:WEYL) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
As previously reported on the Current Report on Form 8-K (the “Prior 8-K) filed by Weyland Tech, Inc., a Delaware corporation (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on December 18, 2019, the Company, and its wholly-owned subsidiary, Origin8, Inc., a Nevada corporation (the “Purchaser”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) for the Purchaser to acquire substantially all of the assets of Push Holdings, Inc. (“Push”), a wholly-owned subsidiary of ConversionPoint Technologies, Inc. (“ConversionPoint,” and together with Push, the “Sellers”), in exchange for a total of 35,714,285 shares of restricted common stock (the “Shares”) of the Company (the “Transaction”). A copy of the Purchase Agreement was attached as Exhibit 2.1 to the Prior 8-K and is incorporated herein by reference.
On January 8, 2020, the Company, via its wholly-owned subsidiary, completed the acquisition of substantially all of the assets of Push to the terms of the Purchase Agreement.
Under the terms of the Purchase Agreement, at closing the Company issued 28,571,428 Shares to ConversionPoint and 7,142,857 Shares were issued and placed in an independent third-party escrow where such Shares will be released to ConversionPoint once the Sellers achieve certain milestone requirements, subject to offset for indemnification purposes. The Shares were not registered under the Securities Act of 1933, as amended (the “Act”). A copy of the Escrow Agreement is attached hereto as Exhibit 10.1 and incorporated by reference herein.
The foregoing description of the Purchase Agreement, the Escrow Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the agreements, copies of which are attached to the Prior 8-K as Exhibit 2.1 and attached hereto as Exhibit 10.1, respectively, and are incorporated herein by reference.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The issuance of the shares of the Company’s common stock upon consummation of the Transaction is exempt from registration under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions from the registration requirements of the Act in transactions not involved in a public offering to Section 4(a)(2) and/or Regulation D of the Act.
On January 9, 2020, the Company issued a press release announcing the closing of the Transaction. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished with this Current Report.
The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
Forward Looking Statements
This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report, including statements regarding milestone requirements, the closing of the Transaction, and related plans are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Current Report are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These forward-looking statements speak only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
(a) Financial Statements of Business Acquired.
As permitted by Item 9.01(a)(4) of Form 8-K, the financial statements required by Item 9.01(a) of Form 8-K will be filed by the Company by an amendment to this Current Report on Form 8-K not later than 71 days after the date upon which this Current Report on Form 8-K must be filed.
(b) Pro Forma Financial Information.
As permitted by Item 9.01(b)(2) of Form 8-K, the pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by the Company by an amendment to this Current Report on Form 8-K not later than 71 days after the date upon which this Current Report on Form 8-K must be filed.
(d) Exhibits
| 10.1 | Escrow Agreement, dated as of January 8, 2020 |
| 99.1 | Press Release, dated as of January 9, 2020 |
WEYLAND TECH, INC. Exhibit
EX-10.1 2 f8k010820ex10-1_weyland.htm ESCROW AGREEMENT,…
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About WEYLAND TECH INC. (OTCMKTS:WEYL)
Weyland Tech, Inc., formerly Seratosa, Inc., is specialized in providing e-commerce solutions and services that facilitate multi-channel business-to-consumer (B2C) and business-to-business (B2B) transactions. The Company manages its business through its segment, e-commerce solutions and service provider. The Company’s CreateApp is an M-commerce applications platform. The CreateApp platform is offered in over 10 languages and enables small-medium-sized businesses (SMBs) to create a mobile application without the need of technical knowledge, investment and background in information technology (IT). The Company offers the CreateApp platform in Singapore (www.createappsingapore.com), India (Jaipur) (www.aapkiapp.in) and the United States/Canada (www.createappamericas.com). The Company offers a DIY App builder through a white label platform in European Union (excluding Russia, Turkey, Armenia and Azerbaijan), Malaysia, Hong Kong/South China, Indonesia, North America and Korea.