Attached files
file | filename |
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EX-10.3 - EXHBIT 10.3 - NETWORK CN INC | ex10_3.htm |
EX-10.2 - EXHBIT 10.2 - NETWORK CN INC | ex10_2.htm |
EX-10.1 - EXHBIT 10.1 - NETWORK CN INC | ex10_1.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): January 23,2020 (January 20, 2020)
NETWORK CN INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-30264 | 90-0370486 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
3/F., D. J. Securities Building, 171 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong
(Address of Principal Executive Offices)
(Zip Code)
852-2833 2186
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, 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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.001 par value | NWCN | OTC market |
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 o
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. o
Item 1.01. | Entry into a Material Definitive Agreement. |
On January 20, 2020, the Company entered into a Letter of Intent with Earthasia Worldside Holdings Limited (the “Seller”) that the Company will acquire 100% of the Seller’s issued and outstanding stock owned by the shareholders of the Seller and the Seller will become a wholly owned subsidiary of the Company.
Item 3.02 Unregistered Sales of Equity Securities.
Issuance of Convertible Promissory Note
On January 14, 2020, the Company entered into a Subscription Agreement with Tsang Wai Yee Terri (“the Subscriber”) under which the Subscriber agreed to purchase the 1% Senior Unsecured Convertible Note Agreement from the Company for an agreement purchase price of six hundred and forty-five thousand US Dollars ($645,000). On the same date, the Company signed the with 1% Senior Unsecured Convertible Note Agreement under which the Company may sell and issue to the Subscriber up to an aggregate maximum amount of $645,000 in principal amount of Convertible Notes prior to January 13, 2025. The Convertible Promissory Notes issued to the Investor are convertible at the holder’s option into shares of Company common stock at $1.00 per share.
ITEM 9.01. | EXHIBITS. |
The following exhibits are filed as part of this report or incorporated by reference:
Exhibit No. | Description | |
10.1 | Letter of Intent | |
10.2 | Subscription Agreement | |
10.3 | 1% Senior Unsecured Convertible Note |
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.
Dated: January 22, 2020
NETWORK CN INC. | ||
By: /s/ Earnest Leung | ||
Earnest Leung | ||
Chief Executive Officer |