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 30, 2019
KinerjaPay Corp.
(Exact Name of Registrant as Specified in its Charter)
Commission File No.: 0-55081
| Delaware | 83-3069398) | |
| (State of or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |
| Jl. Multatuli, No.8A, Clyde Road, Medan Indonesia | 20151 | |
| (Address of Registrant’s Office) | (Zip Code) | |
| Registrant’s Telephone Number, including area code: +62-819-6016-168 | ||
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 [X]
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. [X]
Item 8.01 Other Events.
KinerjaPay Corp. (the “Company”) is filing as Exhibit 99.1 to this Form 8-K a press dated today, January 30, 2019, updating the status of the $200 million investment by an accredited investor located in Indonesia (the “Investor”). Reference is made to the Company’s Current Report on Form 8-K filed with the SEC on January 8, 2019, pursuant to which we announced that the Investor subscribed for shares of the Company’s newly authorized Series F and Series G Convertible Preferred Stock, which shares are convertible into shares of common stock at $1.80 per share, subject to a “blocker, so that the Investor cannot own more than 9.99% of the outstanding shares of the Company Common Stock. The Company also reported in the January 8, 2019 form 8-K that the Company believed that it would be able to accept the subscription and deposit the $200 million within 10 days from the January 8, 2019. The Company is reporting in this Form 8-K and the attached press release that the Company is in the process of completing with certain U.S. banks the requisite due diligence process to accept the deposit of $200 million. In connection with the due diligence process, the Company and the investor have delivered “Proof of Funds” establishing the bona fide source of funds, from a major international bank with headquarters in London, among other international capitals. The Company expects that the investment transaction will close within 14 to 30 days, but not longer.
Item 9.01 Financial Statements and Exhibits
(b) The following documents are filed as exhibits to this current report on Form 8-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.
| Exhibit No. | Description | |
| 99.1 | Press Release dated January 30, 2019, filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KinerjaPay Corp. | ||
| By: | /s/ Edwin Witarsa Ng | |
| Name: | Edwin Witarsa Ng | |
| Title: | Chief Executive Officer | |
Date: January 30, 2019
NEW YORK, January 30, 2019: FOR IMMEDIATE RELEASE. KinerjaPay Corp., a Delaware corporation (OTCQB: KPAY), a digital payment and e-commerce platform, (“KinerjaPay” or the “Company”) announced today that in connection with the issuance by the Company of this press release, it is filing with the SEC today a Form 8-K report updating the disclosure in the Company’s Form 8-K filed with the SEC on January 8, 2019. The Company reported on Form 8-K filed on the January 8, 2019 its acceptance of a subscription from a major Indonesian investor, the Wahana Group, for $200 million, in consideration for the issuance of newly authorized shares of Series F and Series G Convertible Preferred Stock, which shares are convertible at $1.80 per share, subject to a 9.99% blocker. The Company further reported that it expected to close the Wahana investment within 10 days from January 8, 2019.
However, due to the complexity of the United States federal banking regulations, the Company is still in the process of establishing one or more new business bank accounts to accept the investment of $200 million. This size of investment requires U.S. banks to apply enhanced “Know Your Customer” rules as well as “Proof of Funds Source” rules. Over the past two weeks, the Company’s Executive Officers have met with several major banks in New York to open one or more business bank accounts for KinerjaPay, a public reporting company with the SEC, to facilitate the acceptance of the $200 million investment.
Since the adoption of the Patriot Act and for sound reasons, U.S. banking regulations require significant additional Due Diligence as a pre-condition to opening a new business bank accounts and acceptance of a deposit/investment of this size, with a greater degree of background checks, which we now understand may take up to 14 additional business days or more. To date, the Company’s Executive Officers have provided the several major U.S. banks with all documents and supporting information that we believe are necessary to establish our investor’s ability to fund this investment in our securities.
The Company’s CFO, Mr. Windy Johan, commented that “because of the size of this new investment from our Indonesian investor, we have been engaged, since receipt of the subscription agreements, in providing several U.S. banks with supporting documentation confirming that the investment funds were from bona fide sources and Proof of Funds from a major international bank with headquarters in London and offices world-wide. The Due Diligence process has necessitated a delay from our original estimate of 10 days. We believe that we are well-along with satisfying the Due Diligence required to establish one or more new banking relationships to accept the SWIFT transfer from our investor for $200 million.”
Mr. Edwin W. Ng, our CEO & Chairman, also commented that “We are in the process of opening business bank accounts to accept the $200 million international investment.” Mr. Ng further commented that “We want all of our investors and the public markets to understand that the Company is following proper U.S. banking procedures in order to maintain continued compliance with applicable U.S. Federal Banking Regulations.”
When asked to comment about the ongoing process of funding its investment into KinerjaPay, a senior representative from the Wahana Group, Mr. Rio Chandranegara, commented “We remain confident and committed to completing our subscription in a timely manner, satisfying the U.S. banking regulations, based on our verified belief in the potential of KinerjaPay. We understood that KinerjaPay’s Executive Officers are fully-committed to undertaking all efforts in order to expedite our investment in KinerjaPay and, at the same time, providing the U.S. Banks with all supporting documents, including Proof of Funds, in order to accept our investment as quickly as possible. We fully-support KinerjaPay nd will continue to do so completely until our investment is accepted and the funds are deposited in the new KinerjaPay bank account”.
The Company expects to conclude the investment from Wahana Group, open its new accounts and accept and deposit the committed funding of $200 million within the next 14 to 30 business days.