Attached files
file | filename |
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EX-99.1 - LOGIQ, INC. | v205619_ex99-1.htm |
EX-10.1 - LOGIQ, INC. | v205619_ex10-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 14, 2010 (December 10, 2010)
SINOBIOMED INC.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
____________________
Commission
File Number 333-128399
Delaware
|
20-1945139
|
(State or other jurisdiction
|
(I.R.S. Employer
|
of incorporation)
|
Identification No.)
|
Room 4304,
43/F China Resources Building
26 Harbour Road, Wan Chai
Hong Kong HKSAR
(Address of principal executive offices, including Zip Code)
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)
(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):
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 10, 2010, Sinobiomed Inc. (the “Company”)
consummated an asset purchase agreement (the “Asset Purchase Agreement”), dated
December 10, 2010, between the Company and Keychain, Ltd., a Hong Kong limited
company (“Keychain”), pursuant to which the Company agreed to purchase certain
assets of Keychain for an aggregate purchase price of $225,000, payable in
4,500,000 shares of the Company’s common stock, par value 0.001 per share.
The foregoing description of the terms of the Asset Purchase
Agreement is qualified by reference to the Asset Purchase Agreement which is
attached as Exhibit 10.1 hereto. A copy of the Company’s press release regarding
the transaction, which the Company is furnishing to the Securities and Exchange
Commission, is attached hereto as Exhibit 99.1 and incorporated by reference
herein.
ITEM 3.02. UNREGISTERED SALES OF EQUITY
SECURITIES.
The information pertaining to the Company’s shares of common
stock in Item 1.01 is incorporated herein by reference in its entirety. The
shares of the Company's common stock that are issuable to Keychain will not have
been registered under the Securities Act of 1933, as amended (the "Securities
Act") and may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements. The Company intends to
issue the shares in reliance on the exemption from registration provided by
Regulation S of the Securities Act. The Company's reliance upon Regulation S was
based upon the following factors: (a) Keychain is not a U.S. person and is not
acquiring the shares for the account or benefit of any U.S. person, (b) Keychain
agreed not to offer or sell the shares (including any prearrangement for a
purchase by a U.S. person or other person in the United States) directly or
indirectly, in the United States or to any natural person who is a resident of
the United States or to any other U.S. person as defined in Regulation S unless
registered under the Securities Act and all applicable state laws or an
exemption from the registration requirements of the Securities Act and similar
state laws is available and (c) at the time of the origination of contact
concerning the Asset Purchase Agreement and at the date of the execution and
delivery of this Agreement, Keychain was outside of the United States.
(d) Exhibits
Exhibit No. | Description |
10.1 | Asset Purchase Agreement, dated December 10, 2010, between Sinobiomed, Inc. and Keychain, Ltd. |
99.1 | Press Release, dated December 15, 2010 |
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.
SINOBIOMED INC.
By: /s/ George
Yu
Name:George Yu
Title: Chief Executive Officer
Name:George Yu
Title: Chief Executive Officer
Date: December 15, 2010
Exhibit No. | Description |
10.1 | Asset Purchase Agreement, dated December 10, 2010, between Sinobiomed, Inc. and Keychain, Ltd. |
99.1 | Press Release, dated December 15, 2010 |