UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 10, 2020
MI1 GLOBAL TELCO., INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 000-53749 | 98-0632051 | ||
|
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
36, JALAN SERI UTARA 3/3C, KIPARK AVENUE
OFF JALAN IPOH, 68100 KUALA LUMPUR
WILAYAH PERSEKUTUAN, MALAYSIA
(Address of Principal Executive Offices) (Zip Code)
+603 6241 2023 / +603 6242 1028
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| None | N/A | N/A |
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 3.02 Unregistered Sales of Equity Securities.
On April 10, 2020, Mi1 Global Limited converted certain debt of Mi1 Global Telco., Inc. (the “Company”) in the amount of $90 at a price per share of $0.001 into shares of common stock of the Company. As consideration for the conversion, the Company issued 90,000 shares of common stock of the Company to Mi1 Global Limited. As a result of the conversion, Mi1 Global Limited increased its ownership to 90% of the issued and outstanding shares of common stock of the Company.
The issuance of 90,000 new shares of common stock of the Company to Mi1 Global Limited was exempt from registration under Section 4(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(2) of the Securities Act. Neither the Company nor anyone acting on the Company’s behalf offered or sold these shares by any form of general solicitation or general advertising.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
10.4 Debt Exchange Agreement dated as of April 10, 2020 between Mi1 Global Limited and the Company.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MI1 GLOBAL TELCO., INC. | |
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| Dated: April 21, 2020 | By: /s/ KOK Seng Yeap |
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KOK Seng Yeap |
|
| Chief Executive Officer |
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Exhibit 10.1
Debt EXCHANGE Agreement
This Debt Exchange Agreement (the “Agreement”) is entered into as of April 10, 2020 by and between Mi1 Global Limited and Mi1 Global Telco., Inc. (the “Company”), with reference to the following facts:
WHEREAS, the Company and Mi1 Global Limited agreed to exchange $90 of the current outstanding debt the Company owes Mi1 Global Limited into shares of the Company’s common stock at a price of $0.001 per share.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Mi1 Global Limited and the Company agree as follows:
1. Conversion to Common Stock. Effective as of April 10, 2020, $90 of the Debt shall be exchanged into shares of Common Stock at a price per share of $0.001 for an aggregate number of shares of 90,000. Upon execution of this Agreement, the Company shall instruct its transfer agent to issue a total of 90,000 shares of Common Stock to the Mi1 Global Limited, and Mi1 Global Limited shall acknowledge the repayment of $90 of the Debt.
2. Representations.
(a) Mi1 Global Limited acknowledges that the shares of Common Stock are characterized as “restricted securities” under the Securities Act of 1933 (as amended and together with the rules and regulations promulgated thereunder, the “Securities Act”) and that, under the Securities Act and applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under the Securities Act or an exemption therefrom. Mi1 Global Limited acknowledges that (i) the shares of Common Stock are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and the shares of Common Stock have not yet been registered under the Securities Act, and (ii) such shares of Common Stock may be offered, resold, pledged or otherwise transferred only in a transaction registered under the Securities Act, or meeting the requirements of Rule 144, or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company so requests) and in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction.
(b) Mi1 Global Limited acknowledges that (i) the registrar or transfer agent for the shares of Common Stock will not be required to accept for registration of transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with and (ii) any shares of Common Stock in the form of definitive physical certificates will bear a restrictive legend.
(c) Mi1 Global Limited acknowledges that: (a) the shares of Common Stock have not been registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (b) Mi1 Global Limited is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (c) Mi1 Global Limited is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Mi1 Global Limited has had the opportunity to obtain from the Company such information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Mi1 Global Limited is able to bear the economic risk and lack of liquidity inherent in holding the shares of Common Stock; (f) Mi1 Global Limited is not a U.S. Person as defined in the Securities Act and (g) Mi1 Global Limited either has a pre-existing personal or business relationship with the Company or its officers, directors or controlling persons, or by reason of Mi1 Global Limited’s business or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Common Stock.
(d) Mi1 Global Limited’s investment in the Company pursuant to this Common Stock is consistent, in both nature and amount, with Mi1 Global Limited’s overall investment program and financial condition.
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(c) Each party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.
(d) Each party to this Agreement hereby represents and warrants to the other party that (i) the execution, performance and delivery of this Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf of such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party is of legal age and capacity to enter into agreements which are fully binding and enforceable against such party.
3. Miscellaneous.
(a) This Agreement shall be construed and enforced in accordance with the laws of the State of New York.
(b) This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit hereto) shall be effective unless made in writing and signed by both parties.
(c) This Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission, all of which taken together shall constitute a single instrument.
This Agreement is entered into and effective as of the date first written above.
Mi1 Global Limited
By: /s/ Kok Seng Yeap
Kok Seng Yeap
Director
Mi1 Global Telco., Inc.
By: /s/ Kok Seng Yeap
Kok Seng Yeap
Chief Executive Officer
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