World Health Energy Holdings, Inc. (OTCMKTS:WHEN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On January 27, 2020, World Health Energy Holdings, Inc., a Delaware corporation (the “Company”) entered into Capital Stock Exchange Agreement (the “Acquisition Agreement”) among R2GA, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Sub”), UCG, Inc., a Florida corporation (“Seller”), RNA Ltd., an Israeli company and a wholly owned subsidiary of Seller (“RNA”), George Baumoehl, a shareholder of Seller (“George”) and Gaya Rozensweig, a shareholder of Seller (“Gaya”, together with George, the “Shareholders”) and the Company to which Sub, subject to the satisfaction or waiver of the conditions specified in the agreement, will purchase from the Seller all of the issued and outstanding equity capital of RNA (the “Acquisition”). Following the Acquisition, RNA became an indirect subsidiary of the Company. If the Acquisition closes, the combined entity will employ sixteen (16) people with core competencies that include advanced data security solutions and cyber behavioral security solutions designed for use by the general consumer market and commercial enterprises.
As consideration for the Acquisition, the Company is to issue to each of Gaya and George in the aggregate 3,870,000 Series B Convertible Preferred Stock, par value $0.0001 per share, of the Company (the “Series B Preferred Shares”). Each share of the Series B Preferred Shares will automatically convert into 100,000 shares of the Company’s common stock, par value $0.0007 (the “Common Stock”), for an aggregate amount of 387 billion shares of the Company’s Common Stock, upon the filing with the Secretary of State of Delaware of an amendment to the Company’s certificate of incorporation increasing the number of authorized shares of Common Stock that the Company is authorized to issue from time to time. The Company anticipates shortly obtaining the requisite shareholder consent to increase the Company’s number of authorized shares of Common Stock that may be issued from time to time.
Gaya and George also serve as the Directors and principal shareholders of the Company.
The foregoing description of the Acquisition Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Acquisition Agreement, which is attached hereto as Exhibit 2.1. The Acquisition Agreement has been attached as an exhibit to this report to provide investors and security holders with information regarding its terms. It is not intended to provide any factual information about the parties to the transactions.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 2.1 | Capital Stock Exchange Agreement among World Health Energy Holdings, Inc., a Delaware corporation, R2GA, Inc., a Delaware corporation and a wholly owned subsidiary of World Health Energy Holdings, Inc, UCG, Inc., a Florida corporation, RNA Ltd., an Israeli company and a wholly owned subsidiary of UCG, Inc., George Baumoehl and Gaya Rozensweig, both Shareholders of UCG, Inc. |
| 99.1 | Press Release dated January 28, 2020 |
WORLD HEALTH ENERGY HOLDINGS, INC. Exhibit
EX-2.1 2 ex2-1.htm Exhibit 2.1 CAPITAL STOCK EXCHANGE AGREEMENT THIS CAPITAL STOCK EXCHANGE AGREEMENT is made as of the 27 day of January,…
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About World Health Energy Holdings, Inc. (OTCMKTS:WHEN)
World Health Energy Holdings, Inc. (WHEH) is a financial software, banking, securities, and a health and energy holding company. WHEN’s companies include FSC Solutions, Inc., AMID Financial Center and Global Natural Energy Ltd. FSC Solutions, Inc. is an online software solutions trading company. FSC Solutions, Inc. (www.fsc.trade) offers a suite of direct-access online trading platform solutions for stocks, equity, options, bonds, futures and Forex trading on the global markets, as well as risk management software. AMID Financial Center (www.amidfinancialcenter.com) is a financial broker service company offering an online trading platform for stocks, mutual, foreign exchange futures, fixed income with low transaction costs. Global Natural Energy Ltd. (www.gne.bz) is an algae-tech company that utilizes commercial systems to grow algae for Green fuel, human consumption and animal feed.
