0001085037-16-000295.txt : 20160617 0001085037-16-000295.hdr.sgml : 20160617 20160617134234 ACCESSION NUMBER: 0001085037-16-000295 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160617 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160617 DATE AS OF CHANGE: 20160617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ONLINE DISRUPTIVE TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0001498380 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54394 FILM NUMBER: 161719653 BUSINESS ADDRESS: STREET 1: 3120 S. DURANGO DRIVE STREET 2: SUITE 305 CITY: LAS VEGAS STATE: NV ZIP: 89117 BUSINESS PHONE: 702-579-7900 MAIL ADDRESS: STREET 1: 3120 S. DURANGO DRIVE STREET 2: SUITE 305 CITY: LAS VEGAS STATE: NV ZIP: 89117 8-K 1 form8k.htm FORM8K
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 31, 2016

ONLINE DISRUPTIVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Nevada
  
000-54394
  
27-1404923
(State or other jurisdiction
  
(Commission File
  
(IRS Employer
of incorporation)
  
Number)
  
Identification No.)

3120 S. Durango Dr. Suite 305, Las Vegas, Nevada 89117
(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code:  (702) 579-7900

Not Applicable
(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:

[  ] 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 Entry into a Material Definitive Agreement.
The information required by this item is included under Item 3.02 of this current report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
On October 30, 2012, we announced the entry into a conversion and participation rights agreement with investors who have purchased ordinary shares of our subsidiary, Savicell Diagnostic Ltd. (as detailed in our current report on Form 8-K filed with the SEC on November 1, 2012). Pursuant to the agreement, we have permitted the investors to convert their shares held in Savicell into shares of our company at 80% of the per share pricing of the first completed financing of over US$500,000 conducted after July 1, 2012.
We have received conversion notices from two investors, and on March 31, 2016 have issued an aggregate of 2,517,561 shares of common stock at the conversion price at $0.16 per share of our common stock.
We have received conversion notices from five investors, and on April 22, 2016 have issued an aggregate of 1,143,742 shares of common stock at the conversion price at $0.16 per share of our common stock.
We have received conversion notices from seven investors, and on June 13, 2016 have issued an aggregate of 1,020,000 shares of common stock at the conversion price at $0.16 per share of our common stock.
We issued securities to thirteen non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.
On June 14, 2016, we sold 2,500,000 shares of our common stock at a price of US$0.20 per share for gross proceeds of US$500,000.  These shares were issued to one non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1            Form of conversion and participation rights agreement (attached as an exhibit to our current report on Form 8-K filed with the SEC on November 1, 2012 and incorporated by reference)

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.

ONLINE DISRUPTIVE TECHNOLOGIES, INC.


By:   /s/ Giora Davidovits 
Giora Davidovits
President, Chief Executive Officer, Secretary,
 Treasurer and Chief Financial Officer

Dated: June 17, 2016


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