|
|
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): December 17, 2019 (December 13, 2019)
|
CHINA VTV LIMITED |
|
(Exact name of registrant as specified in its charter) |
|
Nevada |
|
333-203754 |
|
47-3176820 |
|
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
New Times Centre, 393 Jaffe Road, Suite 17A, Wan Chai, Hong Kong
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: +85267353339
N/A
(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)
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 x
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.
|
|
|
|
Item 1.01 Entry into a Material Definitive Agreement.
On December 13, 2019, China VTV Limited (the “Company”) and CybEye Image, Inc. (“CybEye”) entered into an amendment to the non-exclusive licensing agreement (the “Licensing Agreement”) dated September 30, 2019, pursuant to which the term of the Licensing Agreement was amended to twenty (20) years (from September 30, 2019 to September 29, 2039) and the Company agreed to issue 2,500,000 shares of its common stock to CybEye as set forth in the Strategic Development Agreement dated September 30, 2019.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
|
Exhibit No. |
|
Description |
|
|
The Amendment to Non-Exclusive Licensing Agreement dated December 13, 2019 |
|
2 |
|
|
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 hereunto duly authorized.
|
|
China VTV Limited |
||
|
|
|||
|
Date: December 17, 2019 |
By: |
/s/ Tijin Song |
|
|
|
Name: |
Tijin Song |
|
|
|
Title: |
Chief Executive Officer |
|
|
3 |
EXHIBIT 10.1
AMENDMENT TO NON-EXCLUSIVE LICENSING AGREEMENT
This AMENDMENT TO NON-EXCLUSIVE LICENSING AGREEMENT (this “Amendment”), dated December 13, 2019, is by and between CybEye Image, Inc. (“Licensor”) and China VTV Limited, a Nevada corporation ("Licensee”).
WHEREAS, the Licensor and Licensee are parties to that certain Non-Exclusive Licensing Agreement dated September 30, 2019 (the “Licensing Agreement”) in connection with certain Strategic Development Agreement and Executive Employment Agreement on the same day;
WHEREAS, the Licensor and the Licensee desire to amend the Licensing Agreement as set forth below;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises of the parties, and other good and valuable consideration, the undersigned agree as follows:
1. The Licensing Agreement shall be amended as follows:
Article 2.1 shall be replaced in in its entirety by:
“2.1 Licensor hereby grants to Licensee a fully paid non-exclusive right and license to the Subject Technology for twenty (20) years (the “Term”) to make, develop, and use the OTT Platform and related applications in the Territory, regardless of whether the Licensees have a valid and enforceable patent in any part of the Territory. The Licensor shall not grant any exclusive license to the Subject Technology to any third-party during the Term.”
Article 2.2 shall be replaced in in its entirety by:
“2.2 Licensor hereby grants to Licensee a fully paid non-exclusive license for twenty (20) years to use any and all improvements to the Subject Technology, as well as any modifications thereto, developed during the term of the Development Agreement for the purposes of carrying out the Development Agreement, regardless of which Party or Parties create, design, develop, or complete the improvement to the Subject Technology. During the Term, Licensor may grant non-exclusive licenses to the Subject Technology to third-parties without compensation to Licensee.”
Article 3 entitled “Payments and Reports” shall be replaced in in its entirety by:
“The license and other rights granted pursuant to this Licensing Agreement by Licensor to Licensee shall also be royalty-free and deemed fully paid in consideration for the 2,500,000 shares of common stock of the Licensee to be issued by the Licensee to the Licensor as contemplated by the Strategic Development Agreement.”
Article 7.1 shall be replaced in in its entirety by:
“7.1 Subject to the terms and conditions set forth in this Licensing Agreement, during the Term of twenty (20) years commencing from the date of this Amendment, the Licensee has a fully paid license to the Subject Technology. In addition, subject to the terms and conditions set forth in this Licensing Agreement, the Licensee has a fully paid license to any and all improvements and modifications to the Subject Technology developed during the term of the Development Agreement, regardless of when the Development Agreement is terminated or expires, for a period of twenty (20) years commencing from the respective dates when such improvements or modifications are developed.”
Article 13.6 shall be renumbered as 12.4.
Article 13.7 shall be renumbered as 12.5.
Article 13.8 shall be renumbered as 12.6.
|
|
|
|
|
|
2. | Except as herein provided, the terms of the Licensing Agreement shall remain in full force and effect. |
|
|
|
|
|
|
3. | Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Licensing Agreement. |
|
|
|
|
|
|
4. | This Amendment shall be governed by the laws of the State of New York and the United States Federal Laws without regards to the conflict-of-law rules. |
|
|
|
|
|
|
5. | This Amendment may be executed in counterparts (including by facsimile or pdf signature pages or other means of electronic transmission), each of which shall be deemed an original but all of which together will constitute one and the same instrument. |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
|
LICENSEE: |
|||
|
|
|
|
|
|
|
CHINA VTV LIMITED |
|
|
| By: | /s/ Tijin Song | ||
|
|
Name: |
Tijin Song | |
| Title: | Chairman of the Board, Chief Executive Officer, and President | ||
|
|
LICENSOR: |
|
|
|
|
|
|
|
|
|
CYBEYE IMAGE, INC. |
|
|
|
|
|
|
|
|
|
By: |
/s/ Bing Liu |
|
|
|
Name: |
Bing Liu |
|
|
|
Title: |
Chief Executive Officer |
|
|
2 | Page |