0001445866-17-000217.txt : 20170313 0001445866-17-000217.hdr.sgml : 20170313 20170313134454 ACCESSION NUMBER: 0001445866-17-000217 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170313 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170313 DATE AS OF CHANGE: 20170313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Leo Motors, Inc. CENTRAL INDEX KEY: 0001356564 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 953909667 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53525 FILM NUMBER: 17684718 BUSINESS ADDRESS: STREET 1: 3F BOKWANG BLDG. STREET 2: SEOWOON-RO 6 GIL 14, SEOCHO-GU CITY: SEOUL STATE: M5 ZIP: 06734 BUSINESS PHONE: 82 70 4699 3585 MAIL ADDRESS: STREET 1: 3F BOKWANG BLDG. STREET 2: SEOWOON-RO 6 GIL 14, SEOCHO-GU CITY: SEOUL STATE: M5 ZIP: 06734 FORMER COMPANY: FORMER CONFORMED NAME: Simco America Inc. DATE OF NAME CHANGE: 20060317 8-K 1 leom8k03132017.htm 8-K

 
 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):  March 13, 2017 (March 8, 2017)
 
 LEO MOTORS, INC.
(Exact name of registrant as specified in its charter)
 
 
Nevada
 
000-53525
 
81-4108026
(State or Other Jurisdiction
 
(Commission File Number) 
 
(IRS Employer Identification No.)  
of Incorporation)
 
 
 
 

ES Tower 7F, Teheranro 52 Gil 17, Gangnamgu, Seoul
 
06212
Republic of Korea
   
(Address of Principal Executive Offices) 
 
(Zip Code)

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
 
  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))
 

 



Item 1.01  Entries Into a Material Definitive Agreement
 
Item 2.01  Completion of Acquisition or Disposition of Assets

On March 8, 2017, Leo Motors, Inc., a Nevada corporation (the "Company"), entered into a purchase agreement (the "Agreement") with the sole shareholder of Leo Members, Inc., a corporation incorporated in the Republic of Korea ("Members"), pursuant to which the Company purchased 3,000,000 shares of Members' common stock in exchange for Three Hundred Million (300,000,000 KRW) South Korean Won (approximately $268,869 U.S. Dollars). The former sole shareholder of Members is the co-Chief Executive Officer of the Company. As a result of the transaction, Members has become a wholly-owned subsidiary of the Company.

On March 8, 2017, the Company entered into a purchase agreement with Members (the "Purchase Agreement"), pursuant to which Members purchased from the Company 200,000 shares of common stock of Leo Motors Factory, Inc., a Republic of Korea corporation and subsidiary of the Company ("Leo Factory 1"), 15,000 shares of common stock of Leo Motors Factory 2, Inc., a Republic of Korea corporation and subsidiary of the Company ("Leo Factory 2"), and 100,000 shares of common stock of Leo Trading, Inc., a Republic of Korea corporation and subsidiary of the Company ("Leo Trading") for an aggregate of Three Hundred Million (300,000,000 KRW) South Korean Won (approximately $268,869 U.S. Dollars). As a result of the transaction, Members acquired a 50% interest in each of Leo Factory 1, Leo Factory 2 and Leo Trading and the Company's equity ownership percentage in each of Leo Factory 1, Leo Factory 2 and Leo Trading decreased from 50% to 0%.

Copies of the Agreement and the Purchase Agreement are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively. The foregoing description of each of the Agreement and the Purchase Agreement is not complete and is qualified in its entirety by reference to Exhibits 10.1 and 10.2, referenced above and is incorporated by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.
 
(a)(b) The financial statements and pro forma financial information for the above described acquisition will be reported on an amended Current Report on Form 8-K, if required, not later than 71 days from the date hereof.
 
(d)
Exhibits.
 
Exhibit No.
 
Description
 
 
 
10.1
 
Form of Agreement
10.2
 
Form of Purchase Agreement


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.
 
 
LEO MOTORS, INC.
 
 
 
Dated: March 13, 2017
By: /s/Shi Chul Kang
 
Shi Chul Kang
  Co-Chief Executive Officer 
 
 
 
 
 
By: /s/ Jun Heng Park
 
Jun Heng Park
 
Co-Chief Executive Officer 
 

 


EX-10.1 2 ex101.htm EXHIBIT 10.1
Exhibit 10.1
 
Purchase Agreement

Investor Leo Motors, Inc. (hereinafter referred to as "A") and investee Shi Chul Kang, 100% share owner of Leo Members, Inc. (hereinafter referred to as "B") hereby enter an investment agreement under the conditions stated below.

Article 1 (Purpose of the Contract)
As "A" decided to purchase the whole shares possessed by "B." This agreement is set to determine the details and other necessary related general affairs, and to clearly define the rights and obligations between "A" and "B".

Article 2 (Investment Actions)
"A" shall pay 300 million won (\300,000,000) to "B" until March 8, 2017 to purchase the 100% ownership (3,000,000 shares of Leo Members, Inc.) which "B" owns.

Article 3 (Obligation of Notification)
If an event that can cause a serious problem in business execution shall occur, "B" must immediately notify "A" of it without any hesitation.
1


Article 4 (Endorsement of Rights)
"A" cannot directly or indirectly endorse any rights or obligations stated on this agreement to a third party without "B"'s prior written consent. All endorsement of rights and obligations made without "B"'s prior written consent is not valid or effective.

Article 5 (Settlement of Conflict)
If any disputes shall occur for this agreement, solution should be seek through a discussion between both parties, yet if they cannot settle the dispute, it shall be resolved with a lawsuit under the jurisdiction of Seoul District Court.

IN WITNESS WHEREOF, Both PARTIES have executed this Agreement as of the date and year first above written in two copies, both original, one for each of the PARTIES.

March 8, 2017

2

Investor (A)
Company name: Leo Motors, Inc.
Address: 3887, Pacific Street, Las Vegas, Nevada, USA

/s/ Shi Chul Kang
Co-CEO: Shi Chul Kang

/s/ Jun Heng Park
CO-CEO: Jun Heng Park

Investee (B)
Company name: Leo Members, Inc.
Address: ES Tower 6F, Teheran-ro 52 Gil 17, Gangnam-Gu, Seoul, Korea 06212

/s/ Shi Chul Kang
Shi Chul Kang


3

EX-10.2 3 ex102.htm EXHIBIT 10.2
Common Stock Sale and Purchase Agreement - Leo Motors Inc. & Leo Members, Inc.
Exhibit 10.2
 


 



AGREMENT
by and between


Leo Motors, Inc.
and
Leo Members, Inc.



March 8, 2017





Common Stock Sale and Purchase Agreement - Leo Motors Inc. & Leo Members, Inc.

 


This STOCK SALE AND PURCHASE AGREEMENT (this "Agreement")  is
made and entered as of March 8, 2017


BETWEEN:
Leo Motors, Inc. (hereinafter the "Seller"), a corporation incorporated in Nevada, USA and
having its principal executive office at 3887, Pacific Street, Las Vegas, Nevada,


AND:
Leo Members, Inc. (hereinafter the "Buyer"), a corporation incorporated in the
Republic of Korea and having its principal executive office at ES Tower 6F, Teheran-ro 52-gil 15, Gangnam-gu, Seoul Korea, 06212   

 The Seller and the Buyer are also referred  to herein individually as a "Party" and
collectively as the "Parties."


RECITALS

WHEREAS, the Seller is the holder of Two Hundred Thousand (200,000) shares of common stock of Leo Motors Factory1, Fifteen Thousand (15,000) shares of common stock of Leo Motors Factory 2, and One Hundred Thousand (100,000) shares of common stock of Leo Trading. The Seller desires to sell these shares to the Buyer;

and

WHEREAS, the Seller desires to sell, and the Buyer desires to purchase, Two Hundred Thousand (200,000) shares of common stock of Leo Motors Factory1, Fifteen Thousand (15,000) shares of common stock of Leo Motors Factory 2, and One  Hundred Thousand (100,000) shares of common stock of Leo Trading on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency is herby acknowledged, the Parties here agree as follows:


AGREEMENT


ARTICLE 1   SALE AND PURCHASE OF THE SHARES
 
Section 1.1   Sales and Purchase

In consideration of, and in express reliance upon, the representations and warranties of the Seller and the Buyer in this Agreement, the Seller hereby agrees to sell, assign and transfer to the Buyer, all of its right, title and interest in and to the all Share listed in the recitals for an aggregate purchase price of 300,000,000KRW("Purchase Amount")for the Shares. The Purchase Amount shall be paid by cash or wire transfer to bank account designated by the Seller within Ten (10) days from the this Agreement established.

Common Stock Sale and Purchase Agreement - Leo Motors Inc. & Leo Members, Inc.


Section 1.2   Closing

The closing of the purchase and sale of the Shares  under this Agreement shall occur simultaneously herewith, the Buyer has delivered payment of the Purchase Amount listed above and the Seller asks issuers of Leo Motors Factory1, Leo Motors Factory 2, and Leo Trading to register Leo Members as new owner of Two Hundred Thousand (200,000) shares of common stock of Leo Motors Factory1,  Fifteen Thousand (15,000) shares of common stock of Leo Motors Factory 2, and One Hundred Thousand (100,000) shares of common stock of Leo Trading.
 
Section 1.3   Termination of Rights as the Stockholder
 
Upon payment of the Purchase Amount, the Shares shall cease to be outstanding for any and all purposes, and the Seller shall no longer have any rights as a holder of the Shares, including any rights that the Stockholder may have and had under the Buyer's Certificate of Incorporation or otherwise.
 
ARTICLE 2   REPRESENTATIONS AND WARRANTIES OF SELLER
 
In connection with the transaction provided for hereby, the Seller represents and warrants to the Buyer as of the date hereof that:

Section 2.1   Existence and Power

The Seller has the requisite corporate power and authority to own or lease all of its properties and asset and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary.
 
Section 2.2   Ownership of Shares
 
(a)    The Seller has good and marketable right, title and interest (legal and beneficial) in and to all of the Shares free and clear of all liens, pledges, security interests, charges, claims and other encumbrances and defects of title of any nature whatsoever.
 
(b)    No person has any right or other claim against Seller for any commission, fee or other compensation as a finder or broker in connection with the transaction contemplated by this Agreement. Upon paying for the Shares in accordance with this Agreement, the Buyer will acquire good and marketable title to the Shares, free and clear of all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind.


Common Stock Sale and Purchase Agreement - Leo Motors Inc. & Leo Members, Inc.
Section 2.3   Authorization

The Seller has all necessary power and authority to execute, deliver and perform the Seller's obligation under this Agreement and all agreements, instruments and documents contemplated hereby and to sell and deliver the Shares being sold hereunder, and this Agreement constitute a valid and binding obligation of the Seller.
 
Section 2.4   Board Approvals
 
The transactions contemplated by this Agreement have been unanimously adopted, approved and declared advisable unanimously by Board of Directors of the Seller. The Audit Committee of the Board of Directors of the Seller has unanimously and expressly approved, and the Board of Directors of the Seller has unanimously agreed to sell the Shares without seeking a shareholder vote.
 
Section 2.5   Non-Contravention
 
(a)    The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby will not result in a breach by the Seller of, or constitute a default by the Buyer under, any agreement, instrument, decree, judgement or order to which the Seller is a party of by which the Seller may be bound.

(b)    No person has any right or other claim against the Buyer for any commission, fee or other compensation as a finder or broker in connection with the transaction contemplated by this Agreement.
 
Section 2.6   Tax Matters

The Seller has had an opportunity to review with the Seller's tax advisors the federal, state, local and foreign tax consequences of the Sale and the transactions contemplated by this Agreement. The Seller is relying solely on such advisors and not on any statement or representation of the Buyer or any of its agents. The Seller understands that the Seller shall responsible for the Seller's tax liability and any related interest and penalties that may arise as a result of the translation contemplated by this Agreement.
 
ARTICLE 3   REPRESENTATIONS AND WARRANTIES OF BUYER

The Buyer represents and warrants to the Seller as of the date hereof that:

Section 3.1   Existence and Power

The Buyer is duly organized and validly existing under the laws of Republic of Korea and has all requisite corporate power and authority to enter into and perform its obligation under this Agreement.

Section 3.2   Authorization

The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the Part of the Buyer, and this Agreement is a valid and binding obligation of the Buyer, enforceable against it in accordance with its terms.

Common Stock Sale and Purchase Agreement - Leo Motors Inc. & Leo Members, Inc.

Section 3.3   Non-Contravention

The execution, delivery and performance of this Agreement will not conflict with, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, any provision of the organizational or documents of the Buyer.
 
ARTICLE Ⅳ   ADDITIONAL AGREEMENT

Section 4.1   The Seller shall give the Power of Attorney to the Seller's Chief Executive Officer in order to minimize the process of shareholder's meetings.
 
ARTICLE Ⅴ   NON-COMPETITION

Section 5.1   The Parties shall not provide the confidential information or proprietary technology obtained from respective Party to a third party without written consent from the other Party.

Section 5.2   The Buyer shall not engage in business that may have significant impact on the Seller's business without written consent from the Seller.
 
ARTICLE Ⅵ   MISCELLANEOUS

Section 6.1   Notices

All notices and other communications required or permitted to be given under this Agreement shall in writing and shall be deemed to have been given if delivered personally or by facsimile or seven days after having been sent by certified mail, return receipt requested, postage prepaid, to the parties to this Agreement at the following address

Section 6.2   Further Assurances

Each party hereto do and perform or cause to be done and performed all further acts and execute and deliver all other agreements, certificates, instruments as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

Section 6.3   Amendments and Waivers

Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is duly executed with the other Party's written consent. No failure or delay by an party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof  or the preclude any other or further exercise thereof  or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Common Stock Sale and Purchase Agreement - Leo Motors Inc. & Leo Members, Inc.

Section 6.4   Fees and Expenses

Each party hereto shall pay all of its own fees and expenses (including attorney's fees) incurred in connection with this Agreement and the transactions contemplated hereby.

Section 6.5   Governing Law

This Agreement shall be governed and construed in accordance with the laws of the Republic of Korea. The Parties hereto agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the translation contemplated hereby shall be brought in the court located in Seoul Korea.

Section 6.6   Entire Agreement

This Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, between the parties and/or their affiliates with respect to the subject matter of this Agreement.

Section 6.7   Effect of Headings

The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 6.8   Severability

If one or more provisions of this Agreement are held to be unforceable under applicable law, such provision shall be deemed to be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforced in accordance with its terms to the maximum extent permitted by law.

Section 6.9   Counterparts; Their Party Beneficiaries

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signature were upon the same instrument. No provision of this Agreement shall confer upon any person other than the parties hereto any rights or remedies hereunder.

Section 6.10   Specific Performance

The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms. It is accordingly agreed that the parties shall be entitled to seek specific performance of the terms hereof, this being in addition to any other remedies to which they are entitled at law or equity.

Common Stock Sale and Purchase Agreement - Leo Motors Inc. & Leo Members, Inc.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year set forth below.

March 8, 2017

 
Leo Motors, Inc. ("Seller")
 
 
 
 
 
 
 
 
 
 
 
By:
 
 
By:
 
 
 
 
 
 
 
 
/s/ Shi Chul Kang
 
 
/s/ Jun Heng Park
 
 
 
 
 
 
 
 
Name: Shi Chul Kang 
 
 
Name:  Jun Heng Park
 
 
Title: co-CEO
 
 
Title: co-CEO
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Leo Members, Inc. ("Buyer")
 
 
 
 
 
 
 
 
 
 
 
By:
 
 
 
 
 
 
 
 
 
 
 
/s/ Shi Chul Kang
 
 
 
 
 
 
 
 
 
 
 
Name: Shi Chul Kang 
 
 
 
 
 
Title: Chief Executive Officer