Attached files
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| EX-2.2 - AMENDMENT NO. 1 DATED JULY 7, 2017 TO ACQUISITION AGREEMENT - Sincerity Applied Materials Holdings Corp. | sbid_ex22.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): July 7,
2017
SINCERITY APPLIED MATERIALS HOLDINGS CORP.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-177500
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45-2859440
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Marconistraat 16
3029 AK Rotterdam, The Netherlands
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N/A
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(Address
of principal executive offices)
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(Zip
Code)
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+ 31 (0) 1 089 00 400
(Registrant’s
telephone number, including area code)
Not
applicable
(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):
□
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))
Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.4054 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter
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Emerging
growth company ☑
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If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☑
ITEM 1.01
ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
On July 7, 2017, we entered into Amendment No. 1 (the
“Amendment”) to the June 5, 2017 Acquisition Agreement
(the “Acquisition Agreement”), with Sincerity Australia
Pty Ltd, an Australia corporation (“SAPL”) and the sole
shareholder/member of SAPL (the “SAPL
Shareholder”).
The purpose of the Amendment was to revise (i) the number of shares
of our common stock to be issued to the SAPL Shareholder in the
acquisition which is the subject of the Acquisition Agreement from
45,210,076 to 45,211,047; (ii) the approximate number of shares of
our common stock to be issued and outstanding immediately prior to
the effective time of the Acquisition from 3,122,259 to 3,122,287;
and (iii) the automatic termination date under the Acquisition
Agreement for failure to close by such automatic termination date
from July 7, 2017 to July 21, 2017. All of the other terms of the
Acquisition Agreement remain in full force and effect.
ITEM 9.01
FINANCIAL
STATEMENTS AND EXHIBITS.
(d) Exhibits.
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Exhibit
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Description
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Amendment
No. 1 dated July 7, 2017 to Acquisition Agreement, dated as of June
5, 2017, by and among the Company, Sincerity Australia Pty Ltd and
the sole shareholder/member of Sincerity Australia Pty
Ltd.
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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.
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SINCERITY
APPLIED MATERIALS HOLDINGS CORP.
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Date:
July
12, 2017
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By:
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/s/
Korstiaan
Zandvliet
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Name:
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Korstiaan
Zandvliet
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Title:
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President
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