UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 27, 2017 (March 27, 2017)
AMERICAN EDUCATION CENTER, INC.
(Exact Name of Registrant as Specified in Its Charter)
| NEVADA | 333-201029 | 38-3941544 | ||
|
(State or Other Jurisdiction of
Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
2 Wall Street, 8th Fl. New York, NY, 10005 |
| (Address, including zip code, of principal executive offices) |
Registrant’s telephone number, including area code (212) 825-0437
| (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 ( 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 1.01. Entry into a Material Definitive Agreement .
On March 27, 2017, the registrant, American Education Center Inc., a Nevada corporation (the “Company”) entered into an amendment (the “Exchange Amendment”) to that certain Share Exchange Agreement with AEC Southern Management Co., LTD, a company formed pursuant to the laws of England and Wales (the “Acquiree Company”), Ye Tian (“Tian”), Rongxia Wang (“Wang”) (Tian and Wang are the owners of record of 100% of Acquiree Company) and Yangying Zou (“Zou”) (the “Exchange Agreement”). Tian, Wang and Zou are referred hereinafter collectively as Shareholders and each, a Shareholder. All capitalized terms not defined herein shall have the meanings set forth in the Exchange Amendment and Exchange Agreement.
As more fully set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on November 12, 2016 (the “2016 Form 8-K”), and pursuant to the Exchange Agreement, effective on November 8, 2016, Tian and Wang transferred 10,000 shares of ordinary shares representing 100% of the issued and outstanding ordinary shares of Acquiree Company, in exchange for an aggregate of 1,500,000 shares of Acquiror Company’s common stock (the “Acquiror Company Exchange Shares”). The transaction described in this paragraph herein is referred hereinafter as the Share Exchange Transaction, which was closed on the same day (the “Closing Date”).
Pursuant to the Exchange Amendment, the Share Exchange Transaction is now amended to take effect on October 31, 2016 and the Closing Date of the Share Exchange Transaction is amended to be on October 31, 2016. The Exchange Amendment does not amend or otherwise modify the terms and conditions of the Share Exchange Transaction.
The foregoing description of the Exchange Amendment is qualified in its entirety by reference to the full text thereof, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
Item 2.01. Completion of Acquisition or Disposition of Assets
The information set forth in Item 1.01 of this Report is incorporated herein by reference in response to this Item 2.01.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits .
| (d) | Exhibits. |
| 10.1 | Amendment to Share Exchange Agreement dated March 27, 2017 by and among American Education Center Inc., AEC Southern Management Co., LTD., Ye Tian, Rongxia Wang, and Yangying Zou. |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN EDUCATION CENTER, INC. | |||
| Dated: March 27, 2017 | |||
| By: | /s/ Jay F. McKeage | ||
| Name: | Jay F. McKeage | ||
| Title: | Chief Executive Officer | ||
Exhibit 10.1
AMENDMENT TO
SHARE EXCHANGE AGREEMENT
BY AND AMONG
American Education Center Inc.
AEC Southern Management Co., LTD
AND
Persons listed in Exhibit A hereof
DATE: March 27, 2017
RECITALS
WHEREAS, This Share Exchange Agreement, dated as of November 8, 2016 (the “Exchange Agreement”), was made by and among American Education Center Inc. , a Nevada corporation (the “Acquiror Company” or “AEC Nevada”), AEC Southern Management Co., LTD, a company formed pursuant to the laws of England and Wales (the “Acquiree Company” or “AEC England and Wales”), and Persons listed in Exhibit A of the Exchange Agreement, which consist of all of the shareholders of the Acquiree Company at the date of the Exchange Agreement and certain Person receiving Service Shares (as defined in the Exchange Agreement) (each an “Original Party” and together, “Original Parties”) .
WHEREAS, the Acquiror Company, the Acquiree Company, and each of the Original Parties desire to amend the Exchange Agreement as follows.
NOW THEREFORE, in consideration of the premises and the mutual covenants, agreements, representations and warranties contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
AMENDMENTS
1. Definitions . Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Exchange Agreement.
2. Effective Date and Amendments . The parties hereto acknowledge, consent to, and agree to the following:
2.1 The Effective Date of the Exchange Agreement shall be October 31, 2016.
2.2 Section 3.1 of the Exchange Agreement is hereby replaced in its entirety as follows:
Closing Date . The closing of the Share Exchange (the “Closing”) shall take place at 10:00 a.m. Eastern Time on October 31, 2016 (the “Closing Date”), at the office of Acquiror Company, 2 Wall Street Fl. 8, New York, NY 10005.
2.3 The Exhibit A of the Exchange Agreement shall be replaced in its entirety with the following:
Exhibit A
Shareholders of Acquiree Company at the date of the Share Exchange
| No. | Name |
Shares of
Acquiree Company |
No. of Acquiror Company Shares to
be received upon closing of the Share Exchange |
|||||||
| 1 | Ye Tian | 5,100 | 750,000 | |||||||
| 2 | Rongxia Wang | 4,900 | 750,000 | |||||||
| Total: | 10,000 | 1,500,000 | ||||||||
Person to Receive Service Shares
| Name |
No. of Acquiror Company Shares to
be received upon closing of the Share Exchange |
|||
| Yangying Zou | 1,500,000 | |||
3. Miscellaneous . Except as modified and amended pursuant to this Amendment, the Exchange Agreement shall remain in full force and effect , and each party hereto ratifies the Exchange Agreement as amended hereby. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Amendment will become binding when one or more counterparts hereof, individually or taken together, will bear the signatures of all the parties reflected hereon as signatories.
[ Intentionally left blank below;
signature pages to follow ]
IN WITNESS WHEREOF, this Amendment to Share Exchange Agreement has been duly executed as of the date first written above.
| Original Parties: | ||
| /s/ Ye Tian | ||
| Ye Tian | ||
| /s/ Rongxia Wang | ||
| Rongxia Wang | ||
| /s/ Yangying Zou | ||
| Yangying Zou | ||
| Acquiror Company | ||
| American Education Center Inc. | ||
| By: | /s/ Max P. Chen | |
| Name: | Max P. Chen | |
| Title: | President | |
| Acquiree Company | ||
| AEC Southern Management Co., LTD | ||
| By: | Qi Wu | |
| Name: | /s/ Qi Wu | |
| Title: | CEO | |