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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): September 25, 2019
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PREVENTION INSURANCE.COM |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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000-32389 |
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88-0126444 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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Level 7 552 Lonsdale Street, Melbourne, Australia |
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3000 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code +61 3 8393 1459
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(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 (17CFR 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. ¨
Securities registered pursuant to Section 12(b) of the Act: None
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Item 1.01. Entry Into Material Definitive Agreement.
Item 5.01. Change in Control of Registrant.
Item 9.01. Exhibits.
On September 25, 2019 (“Effective Date”), Prevention Insurance.com (the “Company”) and Copper Hill, Assets Inc., a British Virgin Island company and the Company’s largest shareholder (“Copper Hill”), entered into a Loan Conversion Agreement pursuant to which Copper Hill converted and discharged certain outstanding loans to the Company in exchange for certain shares of the Company’s common stock. The amounts of the loan converted by Copper Hill and the shares of common stock issued to Copper Hill are as follows:
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Amount Discharged by Copper Hill |
Securities Issued to Copper Hill in Exchange |
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$372,823 |
5,000,000 shares of Common Stock |
The discharge of the amount set forth above, which includes any accrued and unpaid interest, is effective as of the Effective Date. In addition, as of the Effective Date, Copper Hill shall be deemed the owner of the securities of the Company set forth above. Copper Hill forever waived and discharged any and all claims, demands and actions with respect to the amounts set forth above, including accrued and unpaid interest thereon.
Immediately prior to the transaction, Copper Hill owned 1,563,809 shares of common stock of the Company or 70% of the total issued and outstanding shares. There were no shares of preferred stock issued and outstanding prior to the transaction.
The Loan Conversion Agreement is attached hereto as Exhibit 10.3. The descriptions of the Loan Conversion Agreement are not complete, and are qualified in their entirety by reference to the respective agreements which are filed as exhibits hereto and incorporated herein.
After giving effect to the above described transaction, a total of 7,234,465 shares of the Company’s common stock and no shares of preferred stock are issued outstanding. Immediately prior to the transaction there were 2,234,465 shares of common stock and no shares of preferred stock issued and outstanding.
The following table gives effect to the transaction and lists, as of the date of this report, the number of shares of the Company’s common stock that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
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As of the date of this report, the total authorized shares of common stock and preferred stock of the Company are 200,000,000 and 10,000,00, respectively.
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Name of Beneficial Owner |
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Amount and Nature of Beneficial Owner |
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Percent of Class |
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Officers and Directors |
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Anthony Lococo (1) |
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6,563,809 |
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90.7 | % |
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All officers and directors as a group (1 individual) |
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6,563,809 |
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90.7 | % |
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Greater than 5% Shareholders |
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Copper Hill Assets Inc. (1) |
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6,563,809 |
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90.7 | % |
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(1) Mr. Anthony Lococo, our sole officer and director, is a 10% shareholder and officer of Copper Hill Assets Inc (“Copper Hill”) and is deemed the beneficial owner of the shares of common stock held by Copper Hill. The address of Copper Hill is the address of the Company.
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Exhibit |
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Description |
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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 hereunto duly authorized.
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PREVENTION INSURANCE.COM (Registrant) |
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| Date: September 30, 2019 | By: | /s/ Anthony Lococo | |
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Anthony Lococo | |
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Chief Executive Officer |
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EXHIBIT 10.3
LOAN CONVERSION AGREEMENT
This Loan Conversion Agreement (“Agreement”) is made and entered into this the 25th day of September 2019 (“Effective Date”) by and between Prevention Insurance.com, a Nevada company (the “Company”) and Copper Hill Assets Inc., a British Virgin Island company (“Lender”).
*W I T N E S S E T H *
WHEREAS, as of the date hereof, Lender has loaned to the Company in the amount of Three Hundred and Seventy Two Thousand, Eight Hundred and Twenty Three Dollars ($372,823) USD as set forth on the attached schedule) (“Loan”), the receipt of which is hereby acknowledged by the Company,
WHEREAS, the parties desire to fully discharge the Loan by issuing common stock of the Company to Lender in full satisfaction thereof,
NOW THEREFORE, in consideration of the mutual covenants, terms and conditions contained herein, the parties do hereby covenant, warrant and agree as follows:
ARTICLE I
LOAN AND DISCHARGE
1.01. Loan. The parties do hereby acknowledge that as of the date hereof the Loan is due and payable in favor of Lender.
1.03. Discharge of Loan. The parties hereby agree that in consideration of the full and final discharge of the Loan, the Company shall issue to Lender a total of 5,000,000 shares of common stock of the Company (“Common Stock”) (with an approximate effective value of $0.075 per share). The discharge of the Loan shall be effective as of the Effective Date, however, it is subject to Lender’s receipt of the Common Stock. Accordingly, upon receipt of such Common Stock, Lender hereby forever waives and discharges any and all claims, demands and actions with respect to the Loan, including accrued and unpaid interest thereon.
ARTICLE II
REPRESENTATIONS AN WARRANTIES OF COMPANY
As of the date hereof, the Company hereby represents and warrants to Lender as follows:
(i). Good Standing. The Company is duly organized, validly existing and in good standing under the laws of the state where it is incorporated and in other jurisdictions where it conducts business, and there are no subsidiaries of the Company.
(ii). Corporate Authority. The Company has (or will have when issued) full corporate power and authority to execute and deliver this Agreement and the Common Stock. Each of this forgoing instruments have been (or will be when issued) duly authorized, executed and delivered on behalf of the Company and constitutes valid and binding agreements of the Company, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally and (b) as limited by equitable principles generally. The consummation of the transactions contemplated herein and the fulfillment of the terms herein will not result in a breach of any of the terms or provisions of the Company’s Certificate of Incorporation or by-laws.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES AND
ACKNOWLEDGMENTS BY LENDER
3.01. As of the date hereof, Lender hereby represents and warrants to the Company as follows:
(i). Securities. The securities issuable hereunder (“Securities”) are being acquired for his own account and not as nominee for any other party, for investment purposes and not with a view to any resale or distribution thereof.
(ii). Corporate Information. It has received all information which he considers necessary or appropriate for deciding to make an investment in the Company as contemplated herein.
(iii). Accredited Investor. It is an “accredited investor” as defined under Regulation D promulgated under the Act.
3.02. Acknowledgments. Lender acknowledges and understands that:
(i). The Securities are being acquired in a transaction which is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and that it understands that such securities are illiquid, may be required to be held indefinitely, unless registration is available, including Rule 144 under the Act, and that they must, accordingly, bear the economic risk of its investment for an indefinite period of time,
(ii). The Company has a limited financial and operating history; the investment contemplated hereby is speculative and involves a high degree of risk,
(iii). There are substantial restrictions on the transferability of the Securities; there will be no public market for an investment in the Securities; the undersigned may not be able to avail himself of the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Act with respect to the resale of an investment in the Securities; and, accordingly, he may have to hold such investment indefinitely and that it may not be possible for him to liquidate his investment in the Securities,
(iv). The respective certificates or instrument evidencing the Securities will bear the following restrictive legend, and
“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”) or any state securities law. These shares have been acquired for investment and may not be offered for sale, hypothecated, sold or transferred, nor will any assignee or transferee thereof be recognized by the Company as having any interest in such shares, in the absence of (I) an effective registration statement with respect to the shares under the Act, and any other applicable state law or any opinion of counsel satisfactory to the Company that such registration is not required, or (ii) an opinion of counsel satisfactory to the Company that such shares will be offered for sale, hypothecated, sold or transferred only in a transaction which is exempt under or is otherwise in compliance with the applicable securities laws.”
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ARTICLE IV
ENTIRE AGREEMENT, MODIFICATION, WAIVER AND HEADINGS
4.01. Entire Agreement; Modification. This Agreement, including the exhibits and schedules, constitute the entire agreement between the parties hereto pertaining to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties, written or otherwise. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
4.02. Headings. Section captions or headings are included herein for convenience purposes only and are not to be construed as an accurate description of the contents therein.
4.03. Incorporation by Reference. The recitals, exhibits, schedules and documents referred to in this Agreement are incorporated herein for all purposes.
4.04. Multiple Counterpart Execution; Governing Law. This Agreement may be executed in multiple counterparts, which each counterpart constituting a binding agreement between the signatory parties, and with all such counterparts constituting an integrated document. This Agreement shall be construed and governed by the laws of the State of Nevada. In lieu of the original, a facsimile or PDF electronic transmission or copy of the original shall be as effective and enforceable as the original.
4.05. Survival of Representations and Warranties. All representations, warranties, and covenants made by the parties herein shall survive the execution of this Agreement and shall be forever enforceable.
4.06. Severability. If any provision of this Agreement is invalid, illegal or enforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the Effective Date.
COMPANY
Prevention Insurance.com
/s/ Anthony Lococo
Anthony Lococo
Chief Executive Officer
Lender
Copper Hill Assets Inc.
/s/ Anthony Lococo
Anthony Lococo
Chief Executive Officer
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