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):

 

August 23, 2018

 

 

 

OneLife Technologies Corp.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

  Nevada

333-198068

N/A

 (State of incorporation)

 (Commission File Number)

 (IRS Employer Identification No.)

 

5005 Newport Dr.

Rolling Meadows, IL 60008

(Address of principal executive offices)

 

708-469-7378

(Registrant's telephone number, including area code)

 

_________________________

(Former Name or former address if changed from 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 (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)) 

 

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

On August 23, 2018, OneLife Technologies Corp. (the “Company”) acquired certain intellectual property rights from Yinuo Technologies LTD (“Seller”) related to the wearable products, designs, work and developed intellectual property involving a wearable watch/tricorder and related intangible assets (the “Assets”) of Seller’s business. The Assets are described in more detail in the Exhibit to the Asset Purchase Agreement attached hereto as Exhibit 10.1. The Company issued Seller 26,500,000 shares (the “Shares”) of the common stock, $0.00001 par value per share, of the Company in exchange for the Assets. The Assets were assigned free of all claims and liabilities.

 

Prior to the acquisition of the Assets, other than the discussions and negotiations related to the acquisition of Assets, the Company and Seller have entered into a separate  Intellectual Property Sharing Agreement and a Stock Purchase Agreement, based on four (4) years of working together to develop the technologies, business strategy and target markets.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1

 

Asset Purchase Agreement, by and between Yinuo Technologies LTD and OneLife Technologies Corp., dated August 23, 2018.

 

 

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 thereunto duly authorized.

 

OneLife Technologies Corp.

 

Dated: August 28, 2018 /s/ Robert Wagner                                          

By: Robert Wagner

Its: Chief Executive Officer

 

 

EXHIBIT INDEX

 

 

Exhibit No.

 

Document Description

 

 

 

10.1

 

Asset Purchase Agreement, by and between Yinuo Technologies LTD and OneLife Technologies Corp., dated August 23, 2018.

 

 

EXHIBIT 10.1

 

ASSET PURCHASE AGREEMENT

 

THIS AGREEMENT (this “Agreement”) made this 23 rd day of August, 2018 by and between Yinuo Technologies LTD (the “Seller”), and OneLife Technologies Corporation, a Nevada corporation (the “Purchaser”).

 

In consideration of the mutual covenants contained herein, it is agreed by and between the parties as follows:

 

1. The Seller shall sell and the Purchaser shall purchase, free and clear of all liens, claims, encumbrances and liabilities, either currently or in the future, as a result of the actions of the Seller, the wearable products, designs, work and developed intellectual property involving a wearable watch/tricorder and related intangible assets of Seller’s business as described on Exhibit B (collectively, the “Assets”). 

 

2. The Purchaser shall issue to the Seller 26,500,000 shares (the “Shares”) of the common stock, $0.00001 par value per share (the “Common Stock”), of the Purchaser in exchange for the Assets.   

 

3. The Seller shall sell, assign, transfer, and convey to the Purchaser the Assets, free of all liabilities. 

 

4. The actions to be taken by the parties hereto to close the transaction as provided shall take place on or before August 23, 2018, at the office of the Purchaser, located at 5005 Newport Drive, Rolling Meadows, IL 6008, hereinafter referred to as the ("Closing Date"). At the closing, Seller shall deliver to Purchaser all documents necessary to take possession of the Assets, and good and sufficient instruments of transfer, reasonably conveying and transferring the Assets to Purchaser. Such delivery shall be made against payment thereof, as applicable, and delivery to the Seller of the price as set forth herein above shall be made. The instruments of transfer shall contain covenants and warranties that Seller has good and marketable title in and to the Assets. 

 

5. On the Closing Date, the Purchaser shall deliver (or cause to be delivered) to the Seller, as applicable, stock certificates representing the Shares, duly endorsed in form suitable for the issuance of valid title thereto and free and clear of any encumbrances.   

 

6. Seller covenants, warrants and represents: 

 

(a) It is not presently involved in any activity or outstanding dispute with any taxing authority as to the amount of any taxes due, nor have they received any notice of any deficiency, credit or other indication of deficiency from any taxing authority. 

 

(b) It is the owner of and has good and marketable title to all of the applicable Assets and no person or entity has, nor will have, any claim against any of the Assets.  

 

(c) The Seller hereby acknowledges that the Shares will not be registered with the Securities and Exchange Commission and therefore, will be restricted from transfer except as pursuant to an exemption.    

 

All representations and warranties made by the Seller shall survive the Closing Date.

 

7. Purchaser covenants warrants and represents: 

 

(a) It is a corporation duly formed and in good standing in Nevada. 

 

(b) The Purchaser has a class of its Common Stock quoted on the OTC Markets and it is up to date and in compliance with all of the filing requirements of the Securities and Exchange Commission, including the Securities Exchange Act of 1934, as amended  

 

8. This Agreement shall be binding upon the personal representatives, successors and assignees of the parties. This Agreement and any accompanying instruments and documents include the entire transaction between the parties and there are no representations, warranties, covenants or conditions, except those specified herein or in accompanying instruments and documents. 

 

9. All covenants, warranties and representations herein shall survive this Agreement and the Closing Date. 

 

10. This Agreement shall be governed in all respects by the laws of the State of Nevada. 

 

 

IN WITNESS WHEREOF, the parties hereto have set their hands and seals, the date and place first above written.

 

SELLER:

 

YINUO TECHNOLOGIES LTD

 

By: /s/ Fang Sun                                                                       

Name: Fang Sun

Its: President & CEO

 

 

ONELIFE TECHNOLOGIES CORPORATION

 

By: /s/ Robert J. Wagner                                                           

Name: Robert J. Wagner

Its: Chief Executive Officer & President