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 21, 2019

 

Heyu Biological Technology Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Nevada   000-26731   87-0627910
(State or Other Jurisdiction of
Incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification Number)

 

4th Floor, No. 10 Building, Xinglin Bay Business Operation Center,

Jimei District, Xiamen City,

Fujian Province, China 361022

(Address of Principal Executive Offices, Zip Code)

Registrant’s telephone number, including area code: (86) 158 5924 0902

 

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))

 

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 ☐

 

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. ☐

 

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On March 15, 2019, Heyu Biological Technology Corporation, a Nevada corporation (the “Company”), with the approval of its Board of Directors, entered into a Share Cancellation Agreement (the “Share Cancellation Agreement”) with Mr. Ban Siong Ang, the President, Chief Executive Officer, and Chairman of the Board of Directors of the Company (“Mr. Ang”). Pursuant to the Share Cancellation Agreement, the Company and Mr. Ang agreed to cancel 109,006,861 shares of common stock of the Company previously issued to Mr. Ang.

 

The foregoing description of the terms of the Share Cancellation Agreement and the transaction contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Share Cancellation Agreement, which is attached hereto as Exhibit 10.1.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit    
Number   Exhibit Title  
10.1   Share Cancellation Agreement with Ban Siong Ang dated March 15, 2019

 

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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.

 

  Heyu Biological Technology Corporation
     
  By: /s/ Ban Siong Ang
  Name: Ban Siong Ang
  Title: Chief Executive Officer
     
  Dated: March 21, 2019

 

 

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Exhibit 10.1

 

SHARE CANCELLATION AGREEMENT

 

This Share Cancellation Agreement (this “ Agreement ”), is made and entered into as of March 15, 2019 (the “ Effective Date ”), by and between Mr. Ban Siong Ang (the “ Stockholder ”), an individual with an address at 4th Floor, No. 10 Building, Xinglin Bay Business Operation Center, Jimei District, Xiamen City, Fujian Province, China 361022, and Heyu Biological Technology Corporation, a Nevada corporation (the “ Company ”). The Stockholder and the Company are hereinafter sometimes referred to individually as a “party” or collectively as the “parties.”

 

RECITALS:

 

WHEREAS , in October 2018, a series of share transfer agreements (the “ Share Transfer Agreements ”) were entered by and between the Stockholder and certain buyers (the “ Buyers ”), who are non-U.S. persons;

 

WHEREAS , pursuant to the Share Transfer Agreements, the Stockholder transferred an aggregate amount of 109,006,861 shares of common stock of the Company (the “ Shares ”) to the Buyers in exchange of cash paid by the Buyers;

 

WHEREAS , pursuant to the Share Transfer Agreements, the Company authorized and directed its registrar and transfer agent, Standard Registrar and Transfer Company, Inc. (the “ Transfer Agent ”), to cancel the Shares held by the Stockholder and to issue an aggregate amount of 109,006,861 new shares of common stock of the Company (the “ New Shares ”) to the Buyers through an instruction letter dated October 17, 2018 (the “ Instruction Letter ”), attached hereto as Exhibit A ;

 

WHEREAS , upon receiving the Instruction Letter, the Transfer Agent only issued the New Shares to the Buyers and failed to cancel the Shares held by the Stockholder; and

 

WHEREAS , to cancel the Shares held by the Stockholder, the Company proposes to enter into the Agreement with the Stockholder.

 

NOW, THEREFORE , in consideration of the premises and the mutual covenants, warranties, and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

 

Article 1 – Cancellation of the Shares

 

1.1 Cancellation of the Shares . On the Effective Date, the Stockholder shall surrender the Shares to the Company and relinquish any rights or interests in the Shares, and the Company shall cancel the Shares by providing the Transfer Agent appropriate instructions.

 

1.2 Payment to the Stockholder . On the Effective Date, the Company shall pay $10 to the Stockholder for the cancellation of the Shares.

 

1.3 Instruments of Transfer and Further Assurances.

 

a. The Stockholder’s Deliveries . On the Effective Date, the Stockholder shall execute and deliver to the Company the following:

 

i. the original stock certificate evidencing his title in the Shares; and

 

ii. all documents necessarily required by the Transfer Agent to cancel the Shares.

 

b. Further Assurances . The Stockholder and the Company, at the request of either party, shall deliver any further instruments and take all reasonable actions that may be necessary or appropriate to complete the share cancellation contemplated by the Agreement.

 

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1.4 Release . By signing the Agreement, the Stockholder, on behalf of the Stockholder’s successors and assigns, unconditionally and irrevocably releases and discharges the Company, its officers, directors, partners, principals, agents, employees, affiliates, and assigns, and the Company, on behalf of its successors and assigns, unconditionally and irrevocably releases and discharges the Stockholder and the Stockholder’s successors and assigns, from any claims, lawsuits, causes of action, liabilities, damages, remedies, attorney’s fees, obligations, losses, costs, expenses, third-party demands, and debts in connection with any disputes arising under or relating to the Shares and the release of the Shares under the Agreement, whether known or unknown, claimed or suspected, arising under common law, in equity, or under statute.

 

Article 2 – General Provisions

 

2.1 Parties in Interest . The Agreement binds and benefits the Stockholder, the Company, and their respective heirs, executors, legal representatives, and assigns, including but not limited to any successor to the Company, whether by merger, consolidation, sale of stock, or sale of assets.

 

2.2 Parties Advised by Counsel . The Agreement has been negotiated between parties who are sophisticated and knowledgeable in the matters contained herein and who have been represented by legal counsel. The provisions of the Agreement shall be interpreted in a reasonable manner to effect the intention of the parties, and any rule of law which would require interpretation of any ambiguities in the Agreement against the drafting party is not applicable and is hereby waived. The Stockholder acknowledges that the Stockholder has been advised by the Company to consult with the Stockholder’s tax advisor to determine the tax consequences of executing the Agreement, and that the Company is not liable for any taxes owed by the Stockholder arising from or relating to actions and agreements under the Agreement.

 

2.3 Execution . If the Agreement is executed in two or more counterparts, all of which taken together constitutes one and the same instrument. The Stockholder and the Company’s exchange of the Agreement by facsimile or any other means mutually agreed by the two parties constitutes effective execution and delivery of the Agreement. The signatures of the Stockholder and the Company, when electronically scanned or signed through any other means deemed appropriate by both parties, carry the same force and effect as the use of a manual signature.

 

2.4 Severability . If any provision of the Agreement is invalid or unenforceable in any jurisdiction, such invalidity or unenforceability does not affect the validity or enforceability of the remainder of the Agreement in that jurisdiction or the validity or enforceability of any provision of the Agreement in any other jurisdiction.

 

2.5 Entire Agreement . The Agreement contains the entire understanding of the Stockholder and the Company with respect to the subject matter contained in the Agreement. The Agreement supersedes all prior agreements and understandings between the two parties with respect to such subject matter.

 

2.6 Governing Law . The internal law of State of New York, without regard to principles of conflict of laws therein, govern all matters arising under or relating to the Agreement, including torts.

 

2.7 Jurisdiction and Venue . The parties agree that any dispute arising out of or any matter relating to the Agreement will be adjudicated before a state or federal court located in New York, New York. Both parties consent to the exclusive jurisdiction of the federal and state courts located in New York, New York with respect to any action, legal proceeding, or lawsuits commenced by any party in connection with the Agreement and irrevocably waive any objection to the choice of venue either party now or may have in the future.

 

[Signature page follows]

 

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IN WITNESS WHEREOF , the Agreement is executed the day and year first above written.

 

  The Company:
   
  Heyu Biological Technology Corporation
   
  /s/ Ban Siong Ang  
  By: Ban Siong Ang  
  Title:

President, Chief Executive Officer

and Chairman of the Board of Directors

       
  The Stockholder:
   
  Mr. Ban Siong Ang
   
  /s/ Ban Siong Ang  
  Name: Ban Siong Ang  

 

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Exhibit A

 

Instruction Letter

 

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