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EOS INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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000-55661
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30-0873246
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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On March 2, 2020, EOS Inc. (the “Company”), A-Best Wire Harness & Components Co., Ltd (“A-Best”), a company formed under the laws of Taiwan, and Ing-Ming Lai, a Taiwanese individual and the majority shareholder of A-Best (collectively, the “Parties”) entered into a strategic alliance agreement (the “Strategic Alliance Agreement”), pursuant to which the Parties redefined their cooperation with respect to the sales and distribution of A-Best’s micro-ceramic speakers. In accordance with the Strategic Alliance Agreement, A-Best, Mr. Ing-Ming Lai and the Company terminated the Investment Cooperation Agreement dated January 12, 2019 entered by and among the Parties and as a result the Company agreed to return 20% of the equity interest in A-Best to Mr. Ing-Ming Lai, which was valued at approximately $33,411 by the Parties.
Furthermore, subject to the terms and conditions of the Strategic Alliance Agreement, A-Best has granted the Company the exclusive sale and distribution right of A-Best’s micro-ceramic speakers in the world for one (1) year (the “Term”), which may be renewed with mutual consent of the Parties two months prior to the expiration of the Term, while A-Best retains its own right to sell and distribute the micro-ceramic speakers on its own. In consideration for the exclusive distribution right of A-Best’s speakers under the Strategic Alliance Agreement, the Company agreed to have A-Best keep the Company’s 10,000,000 shares of common stock, par value $0.001 per share, issued under the Investment Cooperation Agreement and the Company may keep the revenue and profits generated from the sale of A-Best speakers until the total revenue from such speakers reaches $15 million U.S. dollars. This Strategic Alliance Agreement contains A-Best’s and Mr. Ing-Ming Lai’s joint representation regarding their intellectual property rights to A-Best ceramic speakers.
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Exhibit No.
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Description
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2
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EOS Inc.
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Date: March 5, 2020
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/s/ He-Siang Yang
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Name:
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He-Siang Yang
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Title:
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Chief Executive Officer
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3
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1.
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2019年1月15日甲乙雙方所簽訂的”投資合作協議書”雙方同意中止,
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2.
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甲方原持有20%(即乙方登記之資本新台幣壹百萬元)的阿拜爾有限公司股權返還給乙方(賴英敏).
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3.
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乙方(賴英敏) (ING-MING LAI) 原持有之甲方1000萬股(投資合作協議書)維持不變.其對價是由乙方給甲方之業績及利潤,分次付給(以每股1.5元美金計),該對價達到1500萬美元之業績及利潤後.甲乙雙方再就給付完成之後當時之甲方股價,再商議互相投資之協商.
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1. | Party A and B have mutually agreed to terminate the “Investment Cooperation Agreement” that was signed on 2019/01/15 |
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2. | Party A will return the 20% shares of A-Best Harness and Component Co., LTD to Party B ( Party B’s registered total capital is NTD $5 million, and 20% of which constitute NTD$1 million) |
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3. | Party B (In-Ming Lai) will continue to hold the 10 million shares issued by Party A which was received through the “Investment Cooperation Agreement”; the 10 million shares issued by Party A are now in exchange for revenue and profit generated by Party B distributed to Party A when earned (the shares for Party B are equivalent to Party B’s distributed revenue and profit received by Party A per share price of USD$1.5). When Party A received USD $15 million revenue and profit value in full, the Parties will have separate discussions on future cooperation. |
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