Attached files
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| EX-10.1 - LOGIQ, INC. | v182590_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 15, 2010
SINOBIOMED
INC.
(Exact
name of registrant as specified in its charter)
Commission
File Number 333-128399
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Delaware
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20-1945139
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(State
or other jurisdiction
of
incorporation)
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(I.R.S.
Employer
Identification
No.)
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Room
4304, 43/F China Resources Building
26
Harbour Road, Wan Chai
Hong
Kong HKSAR
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: 011-852-2511-0238
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April
20, 2010, Sinobiomed Inc. (the “Company”) entered into an Amendment Agreement
(the “Amendment Agreement”) with Accelera Evolution Limited, whereby the parties
agreed as follows:
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1.
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the
conversion price contained the convertible debenture issued by the Company
to Accelera Evolution Limited in the amount of $100,000 on July 30, 2008,
including any accrued and unpaid interest thereon, is amended from $0.30
per share to $0.003 per share; and
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2.
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the
conversion price contained in the convertible debenture issued by the
Company to Accelera Ventures Ltd. in the amount of $250,000 on November
11, 2008, including any accrued and unpaid interest thereon, which was
transferred from Accelera Ventures Ltd. to Accelera Evolution Limited, is
amended from $0.30 per share to $0.005 per
share.
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The
foregoing description of the Amendment Agreement does not purport to be complete
and is qualified in its entirety by reference to the Amendment Agreement, which
is attached hereto as Exhibit 10.1.
ITEM
3.02 UNREGISTERED SALE OF EQUITY SECURITIES
On April
21, 2010, the Company issued 2,000,000 shares of common stock of the Company to
one individual with respect to the conversion of a liability owing of $40,000 at
a conversion price of $0.02 per share. The Company believes that the
issuance is exempt from registration under Regulation S and/or Section 4(2)
under the Securities Act as the securities were issued to the individual through
an offshore transaction which was negotiated and consummated outside of the
United States.
On April
22, 2010, the Company issued 10,933,329 shares of common stock of the Company to
9 individuals/entities due to the closing of the Company’s private placement at
$0.015 per share for total gross proceeds of $164,000. The Company
believes that the issuances are exempt from registration under Regulation S
and/or Section 4(2) under the Securities Act as the securities were issued to
the individuals/entities through offshore transactions which was negotiated and
consummated outside of the United States.
In
relation to the closing of the Company’s private placement offering at $0.015
per share, the Company has paid a cash finder’s fee in the amount of $5,000 to
an individual in Shanghai, China and a finder’s fee of 750,000 shares of common
stock of the Company to an individual in Singapore. The Company
believes that the issuance is exempt from registration under Regulation S and/or
Section 4(2) under the Securities Act as the securities were issued to the
individual through an offshore transaction which was negotiated and consummated
outside of the United States.
On April
23, 2010, the Company issued 38,000,000 shares of common stock of the Company to
Accelera Evolution Limited with respect to the conversion of the convertible
debenture issued by the Company on July 30, 2008 in the amount of $100,000 plus
accrued and unpaid interest thereon in the amount of $14,000 for a total of
$114,000 at a conversion price of $0.003 per share. The Company
believes that the issuance is exempt from registration under Regulation S and/or
Section 4(2) under the Securities Act as the securities were issued to the
entity through an offshore transaction which was negotiated and consummated
outside of the United States.
ITEM
5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
On April
15, 2010, Mr. Zhi-Xin Wang resigned as a director of Sinobiomed Inc. (the
“Company”) effective immediately without any disagreement with the Company on
any matter relating to the Company’s operations, policies or
practices.
In
addition, on April 16, 2010, Mr. Kim Kiat Ong resigned as a director of the
Company effective immediately without any disagreement with the Company on any
matter relating to the Company’s operations, policies or
practices. On April 16, 2010, the Company’s board of directors
accepted the resignations of Mr. Zhi-Xin Wang and Mr. Kim Kiat Ong.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
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Exhibit
No.
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Description
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Exhibit
10.1
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Amendment
Agreement between Sinobiomed Inc. and Accelera Evolution Limited, dated
April 20, 2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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SINOBIOMED
INC.
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By:
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/s/
Chris Metcalf
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Name:
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Chris
Metcalf
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Title:
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Chairman
and Director
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Date:
April 28, 2010