Weyland Tech, Inc. (OTCMKTS:WEYL) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into A Material Definitive Agreement
On April 8, 2017, Weyland Tech, Inc. (the “Company”) entered into that certain Amended and Restated Software License Agreement by and between the Company and Technopreneur’s Resource Centre Private Limited (the “Amended License Agreement”) and that certain Amended and Restated Sale and Purchase Agreement by and among the Company, Eddie Foong Wai Keong, Zhao Yongxin and Brent Suen (the “Amended Purchase Agreement”). The Amended Licensing Agreement continues and amends and restates Weyland Tech’s exclusive use of the ‘CreateApp Platform’ together with any instances or variations to it and all current and future revenues and income that are a result of sales, licensing and sub-licensing agreements for an initial ten-year term, which is extendable at the Company’s option for two consecutive five year periods, for a total of twenty years. The Amended Purchase Agreement provides for the purchase of a controlling interest in Technopreneur’s Resource Centre Private Limited by the Company. The Amended License Agreement and Amended Purchase Agreement amends and restates the rights of the parties with respect to the (i) that certain MOU dated May 2015, and the subsequent Sale and Purchase Agreement (the “Original Purchase Agreement”), and (ii) the global license agreement relating to the ‘CreateApp Platform’ (the “Global License Agreement”).
In September 2015, we completed the acquisition of rights to Technopreneur’s Resource Centre Private Limited’s ‘CreateApp Platform’ through the Original Licensing Agreement. Our exclusive license through the Original License Agreement has been described in our prior filings, including most recently our Annual Report on Form 10-K for the period ended December 31, 2016, filed with the SEC on March 31, 2017, as our “Global Exclusive Licensing Agreement”. The Amended License Agreement clarifies certain terms of our original agreement, and extends the term of the license.
The original Sales and Purchase Agreement, dated May 28, 2015, was subsequently rescinded and to that rescission certain shares originally issued were canceled. The Amended Purchase Agreement reduces the amount of ownership of Technopreneur’s Resource Centre Private Limited acquired to 55%, rather than 50% in order to reduce the risks related to certain operating liabilities of Technopreneur’s Resource Centre Private Limited discovered during due diligence.
In connection with the rescission of the Original Sales and Purchase Agreement, an aggregate of 8,352,000 shares issued were to be returned to the Company, however, to date two holders of contested share certificates have failed to return an aggregate of 5,050,000 shares. We are currently engaged in two proceedings in Singapore where the transactions were consummated. We are pro
ceeding toward mediation with one holder of a contested share certificate representing 3,550,000 shares and expect resolution during the third quarter of this year. Separately we are pursuing litigation with a holder of a contested certificate representing 1,500,000 shares. This holder of contested share certificates had sold 800,000 shares of the Company’s stock, while they were subject to a restrictive legend, to a third party for $800,000 in cash. That third party is currently attempting to register and sell the shares. While the Company is contesting such transfer as improper and potentially in violation of US securities laws, it has also named this third party as an additional defendant in the suit for amongst other things, the return of those 800,000 shares.
The above descriptions of the Amended Sale and Purchase Agreement and Amended Licensing Agreement are qualified in their entirety by reference to the forms of such documents attached as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
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(c) |
Exhibits |
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4.1 |
Form of Sale and Purchase Agreement, dated April 8, 2017, among Weyland Tech Inc., Eddie Foong Wai Keong, Zhao Yongxin and Brent Suen. |
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4.2 |
Form of License Agreement, dated August 9, 2016, between. Weyland Tech Inc and Technopreneur’s Resource Centre Private Limited. |
WEYLAND TECH, INC. ExhibitEX-4.1 2 ex4_1apg….To view the full exhibit click here
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.