AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August
ONLINE DISRUPTIVE TECHNOLOGIES,
(Exact name of registrant as specified in its
|(State or other jurisdiction
||(IRS Employer |
||Identification No.) |
3120 S. Durango Dr. Suite 305, Las Vegas, Nevada
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (702)
(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:
[ ] 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))
||Entry into a Material Definitive
The information required by this item is included under Item
3.02 of this current report on Form 8-K.
||Unregistered Sales of Equity
On October 30, 2012, we announced the entry into a conversion
and participation rights agreement with investors who have purchased ordinary
shares of our subsidiary, Savicell Diagnostic Ltd. (as detailed in our current
report on Form 8-K filed with the SEC on November 1, 2012). Pursuant to the
agreement, we have permitted the investors to convert their shares held in
Savicell into shares of our company at 80% of the per share pricing of the first
completed financing of over US$500,000 conducted after July 1, 2012.
We have received conversion notices from two investors and on
August 11, 2015 have issued an aggregate of 637,500 shares of common stock at
the conversion price at $0.16 per share of our common stock.
We issued the securities to two non-U.S. persons (as that term
is defined in Regulation S of the Securities Act of 1933, as amended) in
an offshore transaction in which we relied on the registration exemption
provided for in Regulation S and/or Section 4(2) of the Securities Act of
1933, as amended.
Financial Statements and Exhibits.
Form of conversion and participation rights agreement
(attached as an exhibit to our current report on Form 8-K filed with the
SEC on November 1, 2012 and incorporated by reference)
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.
ONLINE DISRUPTIVE TECHNOLOGIES, INC.
By: /s/ Giora Davidovits
President, Chief Executive Officer, Secretary,
Chief Financial Officer
Dated: August 11, 2015