U.S. 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):
June 17, 2019
NOBLE VICI GROUP, INC.
(Exact name of small business issuer as specified in its charter)
Delaware | 000-54761 | 42-1772663 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer ID No.) |
1 Raffles Place, #33-02
One Raffles Place Tower One
Singapore 048616
(Address of principal executive offices)
+65 6491 7998
(Issuer's Telephone Number)
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 June 17, 2019, Noble Vici Group, Inc., a Delaware corporation (“we,” “us” or the “Company”), entered into a binding Memorandum of Understanding (the “MOU”) with Kootoro Vietnam Inc., a limited liability company organized under the laws of Vietnam (“KVI”), whereby the parties agreed to form a strategic partnership to expand V-More’s footprint and ecosystem into Vietnam. The Partnership will be exclusive subject to the achievement of mutually agreeable milestones. V-More is our online and offline products and services marketplace for consumers and merchants. KVI is engaged in the business of managing the distribution and payment of goods through a nationwide network of vending machines and payment gateway to Vietnam.
The foregoing description of the MOU is qualified in its entirety by reference to the Binding Memorandum of Understanding, which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(c). Exhibits.
Number | Exhibit | |
10.1 | Binding Memorandum of Understanding, dated June 17, 2019, by and between the Company and Kootoro Vietnam Inc.. |
2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned hereunto duly authorized.
NOBLE VICI GROUP, INC. | ||
(Registrant) | ||
Dated: June 17, 2019 | By: | /s/ Eldee Wai Chong Tang |
Eldee Wai Chong Tang Chief Executive Officer |
3 |
BINDING Memorandum of understanding
OF
Noble vici group , INC.
This binding Memorandum of Understanding (“MOU”) summarizes the principal terms of a proposed strategic partnership between Kootoro Vietnam Inc. and Noble Vici Group, Inc. The transactions contemplated by this MOU are subject to the satisfactory completion of discussions and the execution of Definitive Agreements.
1 |
Expenses: |
Each party shall be responsible for its own fees and expenses related to this transaction.
|
Governing Law: |
This MOU shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law and may not be amended, and no provision hereof waived or modified, except by an instrument in writing signed by the party to be bound. This MOU is intended solely for the benefit of the parties and is not intended to confer, and shall not be deemed to confer, any benefits upon, or create any rights for or in favor of, any other person.
|
Notice: |
All notices and other communications provided for herein shall be in writing (including by telecopier) and mailed, sent or delivered to the respective parties hereto at or to their respective addresses or telecopier numbers set forth below their names on the signature pages hereof, or at or to such other address or telecopier number as shall be designated by any party in a written notice to the other parties hereto. All such notices and communications shall be effective (i) if delivered by hand, upon delivery; (ii) if sent by mail or overnight courier, upon the earlier of the date of receipt or five business days after deposit in the mail, first class, postage prepaid; and (iii) if sent by telecopy, upon receipt provided that a hard copy of such notice or other communication is sent via first class mail, postage prepaid within one business day following transmission by telecopy.
|
Binding |
This MOU shall be binding upon the parties hereto.
|
This MOU has been executed by the parties as of June 17, 2019.
NOBLE VICI GROUP, INC. | KOOTORO VIETNAM INC. |
By: /s/ Eldee Wai Chong Tang | /s/ Huan Nguyen |
Eldee Wai Chong Tang | Huan Nguyen |
Chief Executive Officer | Chief Executive Officer or Representative |
Address: Raffles Place, #33-02 | Address: #3 Quoc Huong Street, |
One Raffles Place Tower One | Thao Dien Ward, District 2, |
Singapore 048616 | Ho Chi Minh City, Vietnam |
2 |