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): June 21, 2018
ANVIA HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-55673 | 81-3416105 | ||
(State or other jurisdiction of incorporation or organization) |
Commission file number |
(IRS Employer Identification No.) |
1125 E. Broadway, Suite 770
Glendale, California 91250
(Address of principal executive offices)
(323) 713-3244
(Registrant’s telephone number)
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. |
On June 21, 2018, Anvia Holdings Corporation (the “Company”) executed a Securities Purchase Agreement (the “SPA”) between Labrys Fund, LP (“Labrys”) and the Company, pursuant to which Labrys purchased from the Company a Convertible Promissory Note in the principal amount of $333,000.00 (the “the “Note”) dated June 21, 2018. The Note bears interest at the rate of 12% per annum and must be repaid on or before December 21, 2018. The Note may be prepaid at any time before December 21, 2019 without any prepayment penalties. The amounts under the Note may be converted by Labrys at any time after 180 days from the date of the Note into shares of Company common stock at a conversion price equal to 60% of the lowest trading price during the 25-day period prior to conversion (as determined in the Note). The Note contains certain representations, warranties, covenants and events of default, and increases in the conversion discount and amount of the principal and interest rates under the LG Note in the event of such defaults. The foregoing is only a brief description of the material terms of the SPA and the Note and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreements and their exhibits which are filed as an exhibit to this Current Report. The issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the note was an accredited investor.
Item 8.01 Other Events.
On June 26, 2018, the Company issued a press release announcing entering into a Securities Purchase Agreement and Convertible Promissory Note with Labrys Fund, LP. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
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, thereunto duly authorized.
| ANVIA HOLDINGS CORPORATION | ||
| Dated: June 26, 2018 | By: | /s/ Ali Kasa |
| Ali Kasa | ||
| President | ||
Exhibit 99.1
Anvia Holdings Corporation Acquires $333,000 Convertible Financing
Press Release | 06/26/2018
GLENDALE, CA, June 26, 2018 (GLOBE NEWSWIRE) -- Anvia Holdings Corporation (OTCQB: ANVV), the world’s most comprehensive platform for construction industry tradesmen, today announced that it has received a $333,000 convertible financing from Labrys Fund LP (“Labrys’). Anvia Holdings is planning to rapidly expand its share of the construction market as well as expand its model to other industries with this investment.
The agreement provides the Company a $333,000 convertible loan at 12% per annum interest, which matures on December 21, 2018. The company has the right to prepay the total sum within 180 days without penalty or additional charges. In the event that the company fails to prepay with 180 days Labrys has the right to convert the amount at 60% discount from the lowest trading price of 10 trading days.
Ali Kasa, CEO of Anvia Holdings Corporation stated, “We are delighted to have this bridge loan from Labrys prior to the GHS Equity Investment Agreement of $10 Million becoming effective. It will enable us to complete the acquisition of All Crescent Malaysia, with whom we signed a preliminary term sheet on March 20, 2017.”
The Managing Partner of Labrys Fund LP, Thomas “TJ” Silverman added that “the no penalty for prepayment of the convertible note offered to Anvia Holdings Corporation is designed to allow issuers like Anvia to have access to cost effective funds to GROW their business and proves our brand intent to be A company friendly fund provider”.
Details of the financing are included in an 8-K filed on June 27, 2018 by the Anvia Holdings Corporation with the Securities and Exchange Commission and can be found at www.sec.gov.
About Anvia Holdings Corporation
Anvia Holdings Corporation is a global technology company that creates comprehensive, turnkey software and consulting solutions for small to medium-sized business.
The company also owns a leading platform for the global constructions industry that provides a complete cloud-based eco-system and they are currently targeting other verticals in the international business arena such as real estate, semiconductors, and construction. Anvia Holdings Corporation trades on the OTCQB under the symbol ANVV.
For further information, please visit www.anviaholdings.com
About Labrys Fund, LP
Labrys Fund, LP is a leading private investment group providing financing solutions for high potential small cap enterprises. For more information, visit: https://equiluxgroup.com
Forward-Looking Statements
Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933, are subject to Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbors created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and other results and further events could differ materially from those anticipated in such statements. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.
SOURCE: Anvia Holdings Corporation
Contact: support@anviaholdings.com
Phone: 323 713 3244
