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): November 25, 2015
BREEDIT
CORP.
(Exact Name of Registrant
as Specified in its Charter)
Commission File No.: 333-168527
| Delaware | 98-0663823 |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
| 40 Wall Street, 28th Floor, New York, NY | 10005 |
| (Address of Registrant's Office) | (ZIP Code) |
Registrant's Telephone Number, including area code: (973) 370-3768
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 3.02 Unregistered Sales of Equity Securities.
During the period from November 25, 2015 to December 6, 2015, BreedIT Corp. (the "Registrant") issued and sold a total of 37,300,000 restricted shares of the Registrant's common stock, par value $0.0001 per share (the "Shares") pursuant to subscriptions and in consideration for services to the following individuals and entities:
| Name of Issuee | Date of Issuance | Number of Shares | Consideration/Value | Basis for Issuance |
| Amir Uziel Economic Consulting Ltd. (1) | 12/01/2015 | 3,600,000 | $57,600 | Services |
| Capitalink Ltd. (2) | 12/01/2015 | 3,600,000 | $57,600 | Services |
| Yaad Management and Consulting Ltd. (3) | 12/01/2015 | 3,600,000 | $57,600 | Services |
| Itzhak Giat | 12/01/2015 | 2,500,000 | $25,000 | Subscription |
| Advinco Ltd. (4) | 12/01/2015 | 2,500,000 | $25,000 | Subscription |
| Baruj Tenembaum | 12/01/2015 | 3,000,000 | $30,000 | Subscription |
| Zvi Azulay | 12/01/2015 | 1,500,000 | $15,000 | Subscription |
| Eran Cohen | 11/25/2015 | 1,000,000 | $10,000 | Subscription |
| R. P. Holdings (1992) Ltd. (5) | 11/25/2015 | 2,500,000 | $25,000 | Subscription |
| Tzvi Aharonson | 11/25/2015 | 10,000,000 | $100,000 | Subscription |
| Yehuda Ben Simon | 11/25/2015 | 2,500,000 | $25,000 | Subscription |
| David Mordechai | 11/25/2015 | 345,200 | $3,452 | Subscription |
| Aharon Moshaof | 11/25/2015 | 178,600 | $1,786 | Subscription |
| Solomon Mordechai | 11/25/2015 | 476,200 | $4,762 | Subscription |
| Total Shares Issued | 11/25/2015 | 37,300,000 |
(1) The control person of Amir Uziel Economic Consulting Ltd is Mr.
Amir Uziel, a resident of Israel.
(2) The control person of Capitalink
Ltd is Mr. Lavi Krasney, a resident of Israel.
(3) The control person of
Yaad Management and Consulting Ltd is Mr. Itschak Shrem, a resident of
Israel.
(4) The conrol person of Advinco Ltd is Mr. Avner Cohen, a
resident of Israel.
(5) The control person of R.P. Holdings (1992) Ltd is
Mr. Rubin Zimmerman, a resident of Israel.
The Registrant's issuance of the above-referenced restricted Shares, without registration under the Securities Act of 1933, as amended (the "Act"), was in reliance upon the exemptions contained in Regulation S promulgated by the United States Securities and Exchange Commission (the "SEC") and Section 4(2) of the Act. The Issuees were not "U.S. Persons" as that term is defined in Rule 902 of Regulation S and were either "accredited investors" as that term is defined in Rule 501 promulgated by the SEC under Regulation D of the Act or sophisticated persons with sufficient knowledge about the Registrant and the risks associated with restricted securities in general.
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.| BreedIt Corp. | ||
| By: | /s/ Itschak Shrem | |
| Name: | Itschak Shrem | |
| Title: | Chief Executive Officer |
Date: December 8, 2015