Attached files
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| EX-10.1 - LOGIQ, INC. | v207382_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): January 5, 2010 (December 6,
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
December 6, 2010, we entered into a settlement and conversion of debt letter
agreement, dated December 2, 1010 (the “Settlement and Conversion Agreement”),
with Mr. Michael Tan, whereby Mr. Tan agreed to convert the debt of $561,370.34
owing to him from us into 10,000,000 shares of our common stock. A
copy of the Settlement and Conversion Agreement is attached hereto as Exhibit
10.1.
ITEM
3.02. UNREGISTERED SALES OF EQUITY SECURITIES
On
December 29, 2010, we issued 10,000,000 shares of our common stock to Mr.
Michael Tan with respect to the conversion of a debt of $561,370.34 owing to him
from us. We believe that the issuance is exempt from registration
under Regulation S and/or Section 4(2) under the Securities Act of 1933, as
amended, as the securities were issued to the individual through an offshore
transaction which was negotiated and consummated outside of the United
States.
In
addition, on December 29, 2010, we issued 3,400,000 shares of our common stock
to two offshore individuals due to the third closing of our private placement at
$0.015 per share for total gross proceeds of $51,000. We believe that
the issuances are exempt from registration under Regulation S and/or Section
4(2) under the Securities Act of 1933, as amended, as the securities were issued
to the individuals through offshore transactions which were negotiated and
consummated outside of the United States.
In
relation to our private placement offering at $0.015 per share, we have paid a
cash finder’s fee in the amount of $4,080 to one individual in Hong
Kong.
The
proceeds from the above transaction have been or will be used for general
corporate purposes.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|
10.1
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Settlement
and Conversion of Debt Letter Agreement between Michael Tan and Sinobiomed
Inc., dated December 2, 2010
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| 99.1(1) | Form of Subscription Agreement |
__________
Notes:
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(1)
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Previously
filed as Exhibit 99.1 to the Form 8-K filed with the SEC on September 22,
2010, and incorporated herein by
reference.
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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/
George Yu
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Name:
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George
Yu
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Title:
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Chief
Executive Officer
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Date:
January 5, 2011
EXHIBIT
INDEX
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Exhibit No.
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Description of Exhibit
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Page Number
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10.1
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Settlement
and Conversion of Debt Letter Agreement between Michael Tan and Sinobiomed
Inc., dated December 2, 2010
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5
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