Attached files
| file | filename |
|---|---|
| EX-99 - EFACTOR GROUP CORP. | shareexchangeagreementvedgar.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 19, 2013 (November 13, 2013)
EFACTOR GROUP CORP.
(Exact name of registrant as specified in its charter)
Nevada |
| 000-51569 |
| 84-1598154 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
605 Market Street, Suite 600
San Francisco, California 94105
(Address of Principal Executive Offices)
(650) 380-8280
(Issuer’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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 November 13, 2013, EFactor Group Corp. (the “Company”) entered into a share exchange agreement (the “Agreement”) with The E-Factor Corp., (“E-Factor Corp.”) and certain holders of E-Factor Corp’s common stock (“Holders”). Pursuant to the Agreement, the Holders exchanged their shares of E-Factor Corp. for an aggregate of 39,080,906 shares of common stock (the “Shares”) of the Company.
The issuance of the Shares was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S promulgated thereunder. The purchasers of the Shares represented their intention to acquire the securities for investment only and not with a view to the resale or distribution thereof, and restrictive legends were affixed to the certificates for the Shares. All purchasers of the Shares represented and warranted, among other things, that they were non-U.S. persons within the meaning of Regulation S.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 | Form of Share Exchange Agreement |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 19, 2013
| EFACTOR GROUP CORP. | |
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|
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| By: | /s/ Adriaan Reinders |
|
| Name: Adriaan Reinders |
|
| Title: President |
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