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): December 27, 2019
_______________________________________________________________
WECONNECT TECH INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-52879 | 39-2060052 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
1st Floor, Block A, Axis Business Campus
No. 13A & 13B, Jalan 225, Section 51A
46100 Petaling Jaya
Selangor, Malaysia
(Address of principal executive offices) (Zip Code)
+60 17 380 2755
(Registrant’s telephone number, including area 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 (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))
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 | WECT | N/A |
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 December 27, 2019, WeConnect Tech International, Inc., a Nevada corporation ("we" or "us"), entered into an Extension Agreement (“Extension Agreement”) with OZ Seventy Five Holdings (M) Berhad, a public limited company organized under the laws of Malaysia (“OZ75”), and a certain Investor, pursuant to which the parties agreed to extend the closing date of the acquisition contemplated under that certain Share Exchange Agreement dated June 18, 2019, by and among the parties (the "Share Exchange Agreement"), to June 30, 2020. Except as otherwise set forth above, the terms of the Share Exchange Agreement remain in full force and effect with amendment or modification. The terms of the Share Exchange Agreement are disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2019.
The foregoing description of the Extension Agreement is qualified in its entirety by reference to such agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | |
| Number | Description of Exhibit |
| 10.1 | Extension Agreement, dated December 27, 2019, by and between WECONNECT Tech International Inc., OZ Seventy Five Holdings (M) Berhad and a certain Investor* |
*Filed Herewith.
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.
| WECONNECT TECH INTERNATIONAL, INC. | ||
| Dated: December 30, 2019 | ||
| By: | /s/ Shiong Han Wee | |
| Shiong Han Wee | ||
| Chief Executive Officer | ||
Exhibit 10.1
Extension Agreement
This Extension Agreement is made effective December 27, 2019, by and among WeConnect Tech International, Inc., a Nevada corporation having its place of principal executive office at 1st Floor, Block A, Axis Business Campus, No. 13A & 13B, Jalan 225, Section 51A, 46100 Petaling Jaya, Selangor, Malaysia (the "Company"), OZ Seventy Five Holdings (M) Berhad., a public limited company organized under the laws of Malaysia (“OZ75”), and Ozairi Bin Othman (“Investor”).
WHEREAS, the Company, OZ75 and the Investor are parties to that certain Share Exchange Agreement dated June 18, 2019 (the “Original Agreement”), as amended by that certain Extension Agreement dated October 7, 2019 (the "”Extension Agreement”, and together with the Original Agreement, the “Share Exchange Agreement"), pursuant to which the Company agreed to acquire up to Five Hundred Ten Thousand (510,000) shares of the OZ75 Ordinary Stock (representing up to 51% of the total issued and outstanding shares of OZ75 Ordinary Stock) held by the Investor (the “Acquisition”);
WHEREAS, in connection with the Acquisition, the Company agreed to issue to the Investor up to Eighty Million (80,000,000) shares of its common stock, par value $0.001, (the “WECT Shares”), at an agreed value of USD $0.10 per share;
WHEREAS, the parties to the Share Exchange Agreement desire to extend the Closing Date of the Acquisition in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and for good and valuable mutual consideration, the receipt of which is hereby acknowledged, the parties, intending to be legally bound, do hereby agree to the following terms and conditions:
Agreement
1. The Closing Date shall be extended to occur on or prior to June 30, 2020.
2. Except as otherwise set forth herein, the terms of the Share Exchange Agreement shall remain in full force and effect without amendment, modification or diminution.
3. Undefined capitalized terms used herein shall have the same meanings ascribed to them in the Share Exchange Agreement.
IN WITNESS WHEREOF, the parties have executed this Extension Agreement as of the date first set forth above.
WECONNECT TECH INTERNATIONAL, INC.
By: /s/ Shiong Han Wee
Shiong Han Wee, Chief Executive Officer
OZ75 SEVENTY FIVE HOLDINGS (M) BERHAD.
By: /s/ Ozairi Bin Othman
Ozairi Bin Othman
Its: Chief Executive Officer
INVESTOR
/s/ Ozairi Bin Othman
Ozairi Bin Othman
Address:
No 4, Lorong 78, Perkampungai Sungai ISAP
25150 Kuantan, Pahang
Malaysia