UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 23, 2018
OZOP SURGICAL CORP.
(Exact name of registrant as specified in its charter r)
| Nevada | 333-212821 | 35-2540672 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
319 Clematis Street Suite 714 West Palm Beach FL 33401 (Address of principal executive offices, including zip code)
(760) 466-8076
(Registrant’s telephone number, including area code)
Not applicable.
(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:
| ☐ | 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). |
| ☐ | 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. |
Explanatory Note
Ozop Surgical Corp., ("we," "us," "our," or the “Company”) is filing this Amendment No. 1 to its Current Report on Form 8-K which was originally filed with the Securities and Exchange Commission (“SEC”) on July 23, 2018 (the “Original Form 8-K”), to incorporate updated disclosure related to the Amended and Restated Equity Transfer Agreement discussed below. Except for the amended disclosures made with respect to the Amended and Restated Equity Transfer Agreement, the information in this Form 8-K/A has not been updated to reflect events that occurred after July 23, 2018, the filing date of the Original Form 8-K. Item 1.01 Entry into a Material Definitive Agreement” has been revised to reflect the conditions to closing, Item 2.01 Completion of Acquisition or Disposition of Assets has been deleted and Item 9.01 Financial Statements and Exhibits has been revised to remove the references to financial statements. Except as set forth above, all other information in the Company’s Original Form 8-K remains unchanged.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Agreement to Acquire Yijingtong (Beijing) Technology Development Ltd.
On September 27, 2018, our wholly owned subsidiary, OZOP (Guangdong) Medical Technology Co., Ltd., a wholly owned foreign enterprise in China (“OZOP Guangdong”), entered into an amended and restated Equity Transfer Agreement to acquire a 100% ownership interest in Yijingtong (Beijing) Technology Development Ltd (“Yijingtong”) from its shareholders who are unrelated parties (the “Amended and Restated Equity Transfer Agreement”). The Amended and Restated Equity Transfer Agreement amends and restates the Equity Transfer Agreement entered into among OZOP Guangdong, Yijingtong and its shareholders dated July 23, 2018 (the “Equity Transfer Agreement”). Yijington is a China based distributor of minimally invasive surgical (MIS) products to the orthopedic and neurosurgical markets in China.
Pursuant to the terms of the Amended and Restated Equity Transfer Agreement, we agreed to pay the sellers of the Yijingtong equity interest RMB 1,000,000 (approximately US$147,815) payable in cash within five days of closing, in addition to inventory, the amount of which, payment and delivery terms will be negotiated by the parties separately. The sellers of Yijingtong will begin the registration change process immediately after the closing. The closing shall occur no later than 10 days following the delivery by Yijingtong of its financial statements and footnote disclosure for the fiscal years ended December 31, 2016 and 2017 and for the period ended as of the most recently completed fiscal quarter prior to the date of delivery of the financial statements (the “Pre-Audit Financial Statements”). The Pre-Audit Financial Statements will be prepared in accordance U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and must be confirmed by the Company’s U.S. based independent accounting firm registered with the Public Company Accounting Oversight Board that such financial statements have been prepared in accordance with U.S. GAAP. Yijingtong will bear the costs of preparation of the Pre-Audit Financial Statements and the Company will bear the costs of auditing the Pre-Audit Financial Statements. In the event either party breaches the agreement, the non-breaching party shall have the right to request termination of the agreement and claim compensation from the breaching party for all economic losses.
The foregoing description of the Equity Transfer Agreement is a summary only and is qualified in its entirety by reference to the full text of the Equity Transfer Agreement filed herewith as Exhibit 10.1 and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On September 28, 2018 we issued a press release regarding the execution of the Amended and Restated Equity Transfer Agreement and our planned acquisition of Yijington. The press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1* | Amended and Restated Equity Transfer Agreement entered into among Zhao Zhen Rong, Sun Gui Ying and OZOP (Guangdong) Medical Technology Co., Ltd. dated September 27, 2018. | |
| 99.1* | Press Release dated September 28, 2018 (furnished herewith). |
* Filed herewith.
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.
| OZOP SURGICAL CORP. | ||
| Date: September 28, 2018 | By: | /s/ Michael Chermak |
| Michael Chermak | ||
| Chief Executive Officer | ||
Exhibit 10.1
AMENDED AND RESTATED EQUITY TRANSFER AGREEMENT
Transferors:
Zhao Zhen Rong (ID card No.110108194008173417)
Sun Gui Ying (ID card No.110108194306073422)
Transferee: OZOP (Guangdong) Medical Technology Co. Ltd
1. Transferors and Transferee entered into the Equity Transfer Agreement dated July 23, 2018 relating to the purchase and sale of 100% of the equity in Yijingtong (Beijing) Technology Development, Ltd., a company organized under the laws of the Peoples Republic of China (the “Company”) which Transferor and Transferee desire to amend and restate as set forth below.
2. The Transferors agree to transfer the entire (100%) equity in the Company (hereinafter referred to as “Transferred Equity”) to the Transferee for RMB one million yuan. The Transferee agrees to buy the Transferred Equity. The respective transfer prices of the Transferred Equity paid to the Transferors are listed below.
| Transferor | Transferred Equity | Transfer Price (RMB) |
| Zhao Zhen Rong | 80% | 800,000 |
| Sun Gui Ying | 20% | 200,000 |
3. The Transferee shall pay to the Transferors the transfer price within [5] days from the date of Closing (as defined below). The closing of the transaction contemplated by this Agreement shall occur no later than 10 days (the “Closing”) following the delivery by the Company of its financial statements and footnote disclosure for the fiscal years ended December 31, 2016 and 2017 and for the period ended as of the most recently completed fiscal quarter prior to the date of delivery of the financial statements (the “Pre-Audit Financial Statements”). The Pre-Audit Financial Statements shall be prepared in accordance U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and shall be confirmed by Transferee’s U.S. based independent accounting firm registered with the Public Company Accounting Oversight Board that such financial statements have been prepared in accordance with U.S. GAAP. The Company will bear the costs of preparation of the Pre-Audit Financial Statements and the Transferee will bear the costs of auditing the Pre-Audit Financial Statements.
4. If the Transferee fails to pay one million yuan to the Transferors within [15] days of the Closing, the Transferor shall have the right to terminate this Agreement and require the transferee to return all the Transferred Equity.
5. The Transferors agree to transfer at the Closing all the inventory of the Company to the Transferee. The amount, payment and delivery terms will be negotiated by the parties separately.
6. The Transferors promise that they are the sole owners of the Transferred Equity.
7. The Transferors undertake to pay the transfer price according to Article 2 of this Agreement.
8. The Transferee and the Transferors shall go through the change registration procedure with the industrial and commercial bureau immediately after the Closing.
9. If either party breaches this agreement, the non-breaching party shall have the right to request termination of this agreement and claim compensation from the breaching party for all economic losses.
10. The Parties shall solve any dispute or claim arising from or relating to this Agreement through negotiation. If the Parties fail to reach an agreement after negotiation, the Parties agrees to file a lawsuit with the People's Court at the place where this Agreement is signed.
110. This Agreement shall come into effect upon execution by the Parties.
12. The conclusion, validity, explanation, implementation and dispute resolutions shall be governed by the PRC law.
13. This Agreement has three copies, each of which has the same legal force.
Transferors:
/s/ Zhao Zhen Rong
Zhao Zhen Rong
/s/ Sun Gui Ying
Sun Gui Ying
Transferee: OZOP (Guangdong) Medical Technology Co. Ltd
/s/ Eric Siu
Authorized Representative
Date of Signature: September 27, 2018
Where the contract is signed: Beijing
Exhibit 99.1
Ozop Surgical Corp. Announces Plans to Acquire Established Distribution Company
OZOP Gains foothold into China market for its products
WEST PALM BEACH, Fla., September 28, 2018 – Ozop Surgical Corp. (OTC:OZSC) (“OZOP” or the “Company”) announced it amended and restated its agreement to acquire 100% of the equity of Yijingtong (Beijing) Technology Development Ltd. (“Yijingtong”), a Chinese distributor of minimally invasive surgical (MIS) products to the orthopedic and neurosurgical markets. Yijingtong has achieved solid operational performance for over a decade. Yijingtong will serve as the Company’s primary trading and distribution platform in China, promoting the Company’s existing and new products and other complimentary products it plans to distribute.
The planned acquisition was previously announced on July 25, 2018. Pursuant to the amended and restated equity purchase agreement, the purchase price will be RMB 1,000,000 (approximately US$147,815) payable in cash within 5 days of closing, in addition to inventory the amount of which, payment and delivery terms will be negotiated by the parties separately. The closing will occur no later than 10 days following the delivery by Yijingtong of its U.S. GAAP compliant financial statements and footnote disclosure for the fiscal years ended December 31, 2016 and 2017 and for the period ended as of the most recently completed fiscal quarter prior to the date of delivery of the financial statements (the “Pre-Audit Financial Statements”).
Michael Chermak, OZOP’s Chief Executive Officer, commented on the acquisition, “this is an exciting development. We have a long working history and familiarity with this company and the management team. Yijingtong possesses CFDA business licenses, for class 1, 2 and 3 products, which allows it to sell virtually any medical device in China including orthopedic implants. Yijingtong will provide us a proven, established platform with local Chinese infrastructure and know-how which we expect to greatly speed up the introduction and sale of our products facilitating our access to the China market following closing, where the penetration of MIS in spine surgery is far greater than the US. Furthermore, Yijingtong has built long term relationships with key opinion leaders in our field throughout China which we intend to fully leverage. This transaction will be both accretive and a vertical integration.”
About Ozop Surgical Corp.
Ozop Surgical, Corp. (www.ozopsurgical.com) invents, designs, develops, manufactures and globally distributes innovative endoscopic instruments, surgical implants, instrumentation, devices and related technologies, focused on spine, neurological and pain management procedures and specialties. Our focus is on economically disrupting the market with clinically equivalent or superior existing and new products resulting in immediate and significant savings for providers, payors and consumers. For more information please visit www.ozopsurgical.com .
Safe Harbor Statement
This news release contains statements that involve expectations, plans or intentions (such as those relating to our marketing efforts, future business or financial results) and other factors discussed from time to time in the Company’s Securities and Exchange Commission filings. These statements are forward-looking and are subject to risks and uncertainties, so actual results may vary materially. You can identify these forward-looking statements by words such as “may,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors not within the control of the company. The company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated eve
Contact:
Ted Haberfield
President
MZ Group - MZ North America
(760) 755-2716
thaberfield@mzgroup.us
www.mzgroup.us