0001010412-15-000087.txt : 20150624 0001010412-15-000087.hdr.sgml : 20150624 20150624171824 ACCESSION NUMBER: 0001010412-15-000087 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150624 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150624 DATE AS OF CHANGE: 20150624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sundance Strategies, Inc. CENTRAL INDEX KEY: 0001171838 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 880515333 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50547 FILM NUMBER: 15949982 BUSINESS ADDRESS: STREET 1: 4626 NORTH 300 WEST, SUITE 365 CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: 801-705-8968 MAIL ADDRESS: STREET 1: 4626 NORTH 300 WEST, SUITE 365 CITY: PROVO STATE: UT ZIP: 84604 FORMER COMPANY: FORMER CONFORMED NAME: JAVA EXPRESS INC DATE OF NAME CHANGE: 20020422 8-K 1 f8kcurrentreportpr062315.htm CURRENT REPORT ON FORM 8-K DATED JUNE 24, 2015 United States Securities and Exchange Commission

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


June 24, 2015

Date of Report

SUNDANCE STRATEGIES, INC.

(Exact name of Registrant as specified in its Charter)


Nevada

000-50547

88-0515333

(State or Other Jurisdiction of

(Commission File Number)

(I.R.S. Employer Identification No.)

Incorporation)

 

4626 North 300 West, Suite No. 365

Provo, Utah  84604

 (Address of Principal Executive Offices)


(801) 705-8968

(Registrant’s Telephone Number, including area code)


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 14-a-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))





Forward-Looking Statements


This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Current Report. These factors include, but are not limited to, economic conditions generally in the United States and internationally, and in the industry and markets in which we have and may participate in the future, competition within our chosen industry, our current and intended business, our assets and plans, the effect of applicable United States and foreign laws, rules and regulations on our business and our failure to successfully develop, compete in and finance our current and intended business operations.


You should read any other cautionary statements made in this Current Report as being applicable to all related forward-looking statements wherever they appear in this Current Report. We cannot assure you that the forward-looking statements in this Current Report will prove to be accurate, and therefore, prospective investors are encouraged not to place undue reliance on forward-looking statements. You should read this Current Report completely, and it should be considered in light of all other information contained in the reports or registration statement that we file with the Securities and Exchange Commission (the “SEC”), including all risk factors outlined therein. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.


JUMPSTART OUR BUSINESS STARTUPS ACT DISCLOSURE


We qualify as an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act by the Jumpstart Our Business Startups Act (the “JOBS Act”). An issuer qualifies as an “emerging growth company” if it has total annual gross revenues of less than $1.0 billion during its most recently completed fiscal year, and will continue to be deemed an emerging growth company until the earliest of:


 

the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1.0 billion or more;


 

the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement;


 

the date on which the issuer has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or


 

the date on which the issuer is deemed to be a “large accelerated filer,” as defined in Section 240.12b-2 of the Exchange Act.


As an emerging growth company, we are exempt from various reporting requirements. Specifically, we are exempt from the following provisions:


 

Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires evaluations and reporting related to an issuer’s internal controls;


 

Section 14A(a) of the Exchange Act, which requires an issuer to seek shareholder approval of the compensation of its executives not less frequently than once every three years; and




2







 

Section 14A(b) of the Exchange Act, which requires an issuer to seek shareholder approval of its so-called “golden parachute” compensation, or compensation upon termination of an employee’s employment.


Under the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards that have different effective dates for public and private companies until such time as those standards apply to private companies.  We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.


NAME REFERENCES


In this Current Report, references to “Sundance Strategies,” the “Company,” “we,” “our,” “us” or words of similar import, refer to the Registrant, Sundance Strategies, Inc., a Nevada corporation, and our wholly-owned subsidiary, ANEW LIFE, INC., a Utah corporation (“ANEW LIFE”), our acquisition of which by merger occurred on March 29, 2013.  


Item 7.01 Regulation FD Disclosure.


The information contained in this Item 7.01 and in Exhibit 99 is being furnished, and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under such Section 18.  Furthermore, the information contained in this Item 7.01 and in Exhibit 99 shall not be deemed to be incorporated by reference into our filings under the Securities Act or the Exchange Act.


Item 9.01 Financial Statements and Exhibits.


(a)

Exhibits.

Exhibit No.

Exhibit Description


99

Press Release dated June 24, 2015.


SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.


SUNDANCE STRATEGIES, INC.


Date:

June 24, 2015

 

By:

/s/ Randall F. Pearson

 

 

 

 

Randall F. Pearson

 

 

 

 

President, CEO, Acting Chief Financial Officer and Director




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EX-99 2 pressreleasejune242015.htm PRESS RELEASE DATED JUNE 24, 2015 Sundance Strategies Redeems Shares as part of $124 Million Face Value Portfolio Purchase

Sundance Strategies Redeems Shares as part of $124 Million Face Value Portfolio Purchase


Sundance redeems First Put Option Held by Hyperion Capital for 93,750 Shares at $8 per Share.


PROVO, Utah, June 24, 2015 /PRNewswire/ --  Sundance Strategies, Inc. (OTC QB: SUND), an innovative company engaged in structuring related insurance contracts, policies and obligations into secure, reinsured Net Insurance Benefits known as (NIBs), today announced that it has redeemed 93,750 shares of its common stock held by Hyperion Capital that were issued June 9, 2015. This represents the successful execution of the First Put Option of Hyperion Capital in a transaction that brings a portfolio of NIBs with an associated face value of $124 million to Sundance.


During March 2015, Sundance agreed to pay cash, issue common stock and forgive a note receivable in exchange for relief of a $1,493,254 note payable and the receipt of the NIBs. The net consideration given for the relief of note payable and receipt of NIBs totaled $1,493,254 and $7,846,746, respectively, for a total of $9,340,000 (of which $150,000 was in cash, $150,000 was in forgiveness of a note receivable and $9,040,000 was represented by 1,130,000 shares of common stock issued to Hyperion Capital). Of the original 1,130,000 common shares issued, an additional 93,750  shares still hold a redemption feature that requires the Company to buy back the shares for $8 per share ($1,500,000 in total, taking into account the First Put Option that has been paid) at the option of the holder no later than October 31, 2015.


Kraig Higginson, Chairman of Sundance Strategies, said, "We are pleased to have addressed the redemption of the shares, the first put option that Hyperion held. Given that this transaction is somewhat complicated, the successful completion of this portion of the arrangement is a significant milestone. The second put option that is set for the end of October will complete our obligations under the asset purchase agreement."


He stated, "We have set a goal of acquiring an additional $500,000,000 face value of insurance assets, then securing them with reinsurance and putting in place the necessary financing for the forward premium payments, by the end of this calendar year. The successful redemption of these shares from Hyperion brings us that much closer to that target."


Sundance, through its proprietary process, has been able to purchase, service and plans to hold to ultimate maturity, NIBs that have financing for 100% of ongoing premium payments and risk mitigating reinsurance, which reduces the overall risk profile typically associated with maintaining insurance based portfolios.


Additional information regarding this acquisition can be accessed in the Company's 10-K Annual Report for the fiscal year ended March 31, 2015, which was filed with the Securities and Exchange Commission on June 15, 2015.





Disclaimer 


This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by the following words: "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "ongoing," "plan," "potential," "predict," "project," "should," "will," "would," or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this press release. This press release should be considered in light of all filings of the Company that are contained in the EDGAR Archives of the Securities and Exchange Commission at www.sec.gov.  


Contact: 

Porter LeVay and Rose

Michael Porter, 212-564-4700

mike@plrinvest.com

or

Sundance Strategies

Matt Pearson, 801-717-3937

Chief Operations Officer

matt@sundancestrategies.com

Randy Pearson, 801-717-3935

President

randy@sundancestrategies.com