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 20, 2018
SeD Intelligent Home Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-55038
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27-1467607
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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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4800 Montgomery Lane, Suite 210
Bethesda, MD
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20814
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 301-971-3940
N/A
(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
(§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this
chapter).
Emerging growth
company ☒
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
23, 2018, SeD Development USA, Inc (“SeD Development”),
an indirect wholly owned subsidiary of SeD Intelligent Home Inc.
(the “Company”), entered into two Partnership Interest
Purchase Agreements through which it purchased an aggregate of 31%
of 150 CCM Black Oak, Ltd., a Texas limited partnership
(“Black Oak LP”). Prior to the Partnership Interest
Purchase Agreements, the Company owned and controlled Black Oak LP
through its 68.5% limited partnership interest and its ownership of
the General Partner, 150 Black Oak GP, Inc, a 0.5% owner in Black
Oak LP. As a result of the purchase, the Company, through its
subsidiaries, now owns 100% of Black Oak LP.
Pursuant
to the Partnership Interest Purchase Agreement, SeD Development
purchased 24% of Black Oak LP from its partner, Fogarty Family
Trust II (“FFT”), for $25,000 and Black Oak LP agreed
to pay FFT potential future reimbursement receivable proceeds
related to the Black Oak project, and $300,000 in satisfaction and
release of accrued Consultant and Development Fees owed to Arete
Real Estate and Development Company (“Arete”), an
affiliate of FFT. Regarding the potential future reimbursement
proceeds, if and when Black Oak LP should receive at least $15
million in net reimbursement receivable proceeds from Harris County
Improvement District 17 and/or Aqua Texas, Inc. (net of any
expenses Harris County Improvement District 17 and/or Aqua Texas,
Inc. may deduct), Black Oak LP shall pay FFT an amount equal to 10%
of the net reimbursement receivable proceeds received from Harris
County Improvement District 17 and/or Aqua Texas, Inc. that exceeds
$15 million; provided however, this obligation shall only apply to
reimbursement revenue received on or before December 31,
2025.
The
partners of Black Oak LP entered into a Limited Partnership
Agreement (the “LPA”) on March 20, 2014. Pursuant to
the LPA, Arete was designated a Consultant entitled to earn $10,000
per month. Also under the LPA, Black Oak LP agreed to pay a
Development Fee to FFT. The Consultant Fee and Development Fees
were accrued and payable only on satisfaction of certain
conditions. Through several amendments of the LPA, the Consultant
Fee and Development Fee were never payable due to unsatisfied
conditions and had accrued to a negotiated aggregate amount of
$300,000. Under the Partnership Interest Purchase Agreement, Black
Oak LP agreed to waive the conditions and make the Consultant Fee
and Development Fee payable to Arete and FFT
respectively.
Pursuant
to a second Partnership Interest Purchase Agreement, SeD
Development purchased 7% of Black Oak LP from its partner, American
Real Estate Investments, LLC (“AREI”) for $35,000 and
Black Oak LP agreed to pay $30,000 in satisfaction and release of
accrued Consultant Fees and waive the same conditions that
prevented the Consultant Fees from being payable.
Item 8.01 Other Events.
On July
20, 2018, the Black Oak LP was reimbursed $4,592,079.59 from the
Harris County Improvement District 17 (“HC17”) for
previous expenses incurred by Black Oak LP in the development and
installation of infrastructure within the Black Oak project. Out of
this amount, $1,650,000 was placed into a Construction Fund which
will be released by HC17 upon completion of certain conditions
related to the development of the Black Oak project.
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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SeD Intelligent Home Inc.
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Date:
July 26, 2018
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By:
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/s/
Rongguo (Ronald) Wei
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Name:
Rongguo (Ronald) Wei
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Title:
Co-Chief Financial Officer
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