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): June 5, 2014
ADB
INTERNATIONAL GROUP, INC.
(Exact Name of
Registrant as Specified in its Charter)
Commission File No.: 000-54862
New Jersey | 22-2930106 |
(State of Incorporation) | (I.R.S. Employer Identification No.) |
1440 West Bitters Road, #1931, San Antonio, TX | 78248 |
(Address of Principal Executive Offices) | (ZIP Code) |
Registrant's Telephone Number, including area code: (407) 496-3000
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.
As disclosed in the Registrant's Form 8-K filed with the SEC on June 6,
2014, the Registrant concluded its purchase of the Bioelectrical Signal Therapy (BST) (TM)
assets from Lifewave Ltd. on June 4, 2014 pursuant to a Patent Purchase Agreement. In
connection with the closing f the Patent Purchase Agreement, the Registrant appointed new
executive officers. Reference is made to the disclosure in Item 5.02 below.
Item 3.02 Unregistered Sales of Equity Securities.
During the period from February through May, 2014, the Registrant accepted subscriptions
from 41 accredited investors for 6,500,000 restricted shares of common stock resulting in
total subscription proceeds of $2,600,000 at a price of $.40 per share. The Registrant and
the investors agreed that the restricted shares will not be issued until the effective
date of the Registrant's change in domicile from the State of New Jersey to the State of
Delaware (the "Effective Date") pursuant to migratory merger (the
"Merger"). The Registrant filed a Definitive Information Statement with the SEC
on May 28, 2014 with respect to the Merger which provides that present holders of the
shares of the New Jersey corporation will receive one (1) share of the Delaware
corporation for each one hundred (100) shares of the New Jersey corporation upon Effective
Date. The Registrant intends to file a Form 8-K with disclosure under Item 3.02 upon the
issuance of the above-referenced restricted shares.
The Registrant's acceptance of the above subscriptions and the issuances of restricted
shares upon the Effective Date of the Merger were in reliance upon the exemption from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
"Act") and Regulation S promulgated by the SEC under the Act. The Registrant's
purpose for the capital raise by the acceptance of subscriptions for restricted shares of
the Delaware corporation was in furtherance of its business plan of entering into the
medical device business with the intention of enabling the Registrant to become an
operating company rather than its current status as a "shell" company as that
term is defined in Rule 144(i) promulgated by the SEC under the Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 5, 2014, in connection with the Registrant's closing of the above-referenced
Patent Purchase Agreement, the Registrant's board of directors appointed Mr. Ohad Goren as
the Registrant's new Chief Executive Officer and Mr. Itsik Ben Yesha as the Registrant's
Chief Technology Officer. Ron Weissberg, the Registrant's Chairman and control
stockholder, resigned his position as Chief Executive Officer, upon the appointment of Mr.
Goren but continues to serve as Chairman and Chief Financial Officer.
Ohad Goren, age 45, has served in the following positions during
the past five years: from 2011 to present Mr. Goren served as an advisor and entrepreneur
to Medical Device companies From 2010 to 2011, Mr. Goren has served as CEO of Pollogen
Ltd., an Israeli company engaged in the development, manufacture and marketing of medical
aesthetic devices with sales in North and Latin America, Europe, Asia and the Asian
Pacific.
Prior to joining Pollogen Ltd., Mr. Goren served as a consultant to start-up companies
principally in the biotechnology and hi-tech industries from 2008 to 2009. From 2005
through 2008, Mr. Goren was the CEO of Lifewave Ltd., where he had responsibility for the
IPO of Lifewave as well as overseeing development of the chronic wound treatment device
and regulatory compliance, among other duties. Mr. Goren formerly served as the Support
Sales and Marketing Manager with Oracle Israel and as Deputy Consul at the Israeli
Embassy, Washington, D.C.
Itsik Ben Yesha, age 63, served as Chief Technology Officer and
was a founder and a principal of involved in the Registrant's efforts leading to the
negotiations and closing of the above-referenced Patent Purchase Agreement. From 1991
through 2013, Mr. Ben Yesha was the founder and a partner of Hisense Ltd., an Israeli
medical device company for respiratory monitoring devices for infants. He previously
served as Executive Vice President of Lifewave Ltd. From 1998 to 2003 Mr. Ben Yesha was
the Executive Vice President and VPL Division President with Valor Computerized Systems
Ltd., a CAD/CAM Software company listed on the Frankfurt Stock Exchange and later acquired
by Mentor Graphics (NASDAQ: MENT). From 1979 to 1997, Mr. Ben Yesha served in Tadiran
Telecom Group in various rolls, starting as a R&D engineer, designing computerized
electronic exchanges (Tadex, Coral), and finally serving as the CFO of Tadiran Wireless
Telecom division, bringing it from $0 to $50 million in annual sales within 3 years.
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 hereunto duly authorized.
ADB International Group, Inc. | ||
By: | /s/ Ron Weissberg | |
Name: | Ron Weissberg | |
Title: | Chief Financial Officer |
Date: June 9, 2014