Item 1.01 Entry into a Material Definitive Agreement
VIE Agreements
On August 18, 2020, Yiqilai (Shenzhen) Consulting Management Co., Ltd.
("Yiqilai"), a company in the People's Republic of China ("PRC") wholly owned by
American Education Center, Inc., a Nevada corporation (the "Company") via the
Company's subsidiary, entered into a series of contractual arrangements,
including Equity Pledge Agreement, Exclusive Management Consulting Agreement,
Exclusive Option Agreement, and Irrevocable Power of Attorney (collectively, the
"VIE Agreements"), whereby Yiqilai gained control over Shenzhen Chongwei
Technology Co., Ltd. ("Chongwei"), a PRC company involved in, among other
things, e-commerce. Upon the completion of these transactions, leveraging
Chongwei's current e-commerce platform, the Company will be able to engage in
business such as online education e-commerce.
Share Issuance Agreement
In consideration of entering into the transactions contemplated by the VIE
Agreements, on August 18, 2020, the Company entered into a certain Share
Issuance Agreement (the "Share Issuance Agreement") with the 100% shareholders
of Chongwei, Dewei Li and Bin Liu (collectively, "Subscribers"), whereby the
Company agreed to issue to the Subscribers up to an aggregate of 2,640,690
shares (the "Shares") of the Company's common stock, par value $0.001 (the
"Common Stock"). The transactions underlying the Share Issuance Agreement is
expected to close in August 2020, subject to the satisfaction or waiver of
applicable closing conditions.
The foregoing description of the terms of the VIE Agreements and the Share
Issuance Agreement, and the transactions contemplated thereby does not purport
to be complete and is subject to, and qualified in its entirety by, the full
text of the VIE Agreements and the Share Issuance Agreement, which are attached
hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5.
Item 3.02 Unregistered Sales of Equity Securities
The information disclosed in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02.
The issuance of the Shares was made pursuant to Regulation S promulgated under
the Securities Act of 1933, as amended (the "Securities Act"). Such issuance has
not been registered under the Securities Act, and therefore, the Shares may not
be offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number Exhibit Title
10.1 Equity Pledge Agreement dated August 18, 2020
10.2 Exclusive Management Consulting Agreement dated August 18, 2020
10.3 Exclusive Option Agreement dated August 18, 2020
10.4 Power of Attorney dated August 18, 2020
10.5 Share Issuance Agreement with Subscribers dated August 18, 2020
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