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):
October 12,
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
3, 2018, 150 CCM Black Oak, Ltd., a Texas limited partnership,
entered into a Purchase and Sale Agreement (the “Purchase and
Sale Agreement”) with Houston LD, LLC for the sale of 124
lots located at its Black Oak project. Through certain
subsidiaries, SeD Intelligent Home Inc. (the “Company”)
owns 150 CCM Black Oak, Ltd.
Black
Oak is a 162 acre land infrastructure development and sub-division
project situated in Magnolia, Texas, north of Houston and is one of
the Company’s two real estate projects. Pursuant to the
Purchase and Sale Agreement, 124 lots will be sold for a range of
prices based on the lot type. In addition, Houston LD, LLC has
agreed to pay a “community enhancement fee” for each
lot, which 150 CCM Black Oak, Ltd. will apply exclusively towards
funding an amenity package on the property.
The
closing of the transactions contemplated by the Purchase and Sale
Agreement was subject to Houston LD, LLC completing due diligence
to its satisfaction. Houston LD, LLC was entitled to cancel or
terminate the Purchase and Sale Agreement at any time during a
forty-five (45) day inspection period. By the mutual agreement of
the parties, such inspection period was extended. Houston LD, LLC
delivered a $50,000 deposit, followed by a second, $100,000
deposit.
On
October 12, 2018, 150 CCM Black Oak, Ltd. entered into an Amended
and Restated Purchase and Sale Agreement (the “Amended and
Restated Purchase and Sale Agreement”) for these 124 lots.
The purchase price remains $6,175,000.
Following
the execution of the Amended and Restated Purchase and Sale
Agreement, Houston LD, LLC has delivered an additional $100,000
deposit, bringing the aggregate earnest money deposit to $250,000.
Such deposit is non-refundable unless 150 CCM Black Oak, Ltd.
defaults. Under the Purchase and Sale Agreement, the closing of the
purchase of these lots was contemplated to occur within thirty (30)
days of the completion of this inspection period; under the Amended
and Restated Purchase and Sale Agreement, such closing is now
contemplated to occur within ten (10) days of the first to occur of
the following: (i) a sixty (60) day pre-closing period, which may
be extended for an additional thirty (30) days; or (ii) the
completion of certain enumerated requirements. Such closing remains
subject to certain closing conditions.
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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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SeD Intelligent Home Inc.
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Date:
October 18, 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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