Item 1.01 Entry into a Material Definitive Agreement
On January 27, 2020, World Health Energy Holdings, Inc., a Delaware corporation
(the "Company") entered into Capital Stock Exchange Agreement (the "Acquisition
Agreement") among R2GA, Inc., a Delaware corporation and a wholly owned
subsidiary of the Company ("Sub"), UCG, Inc., a Florida corporation ("Seller"),
RNA Ltd., an Israeli company and a wholly owned subsidiary of Seller ("RNA"),
George Baumoehl, a shareholder of Seller ("George") and Gaya Rozensweig, a
shareholder of Seller ("Gaya", together with George, the "Shareholders") and the
Company pursuant to which Sub, subject to the satisfaction or waiver of the
conditions specified in the agreement, will purchase from the Seller all of the
issued and outstanding equity capital of RNA (the "Acquisition"). Following the
Acquisition, RNA became an indirect subsidiary of the Company. If the
Acquisition closes, the combined entity will employ sixteen (16) people with
core competencies that include advanced data security solutions and cyber
behavioral security solutions designed for use by the general consumer market
and commercial enterprises.
As consideration for the Acquisition, the Company is to issue to each of Gaya
and George in the aggregate 3,870,000 Series B Convertible Preferred Stock, par
value $0.0001 per share, of the Company (the "Series B Preferred Shares"). Each
share of the Series B Preferred Shares will automatically convert into 100,000
shares of the Company's common stock, par value $0.0007 (the "Common Stock"),
for an aggregate amount of 387 billion shares of the Company's Common Stock,
upon the filing with the Secretary of State of Delaware of an amendment to the
Company's certificate of incorporation increasing the number of authorized
shares of Common Stock that the Company is authorized to issue from time to
time. The Company anticipates shortly obtaining the requisite shareholder
consent to increase the Company's number of authorized shares of Common Stock
that may be issued from time to time.
Gaya and George also serve as the Directors and principal shareholders of the
Company.
The foregoing description of the Acquisition Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the Acquisition Agreement, which is attached hereto as
Exhibit 2.1. The Acquisition Agreement has been attached as an exhibit to this
report to provide investors and security holders with information regarding its
terms. It is not intended to provide any factual information about the parties
to the transactions.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1 Capital Stock Exchange Agreement among World Health Energy
Holdings, Inc., a Delaware corporation, R2GA, Inc., a Delaware
corporation and a wholly owned subsidiary of World Health Energy
Holdings, Inc, UCG, Inc., a Florida corporation, RNA Ltd., an
Israeli company and a wholly owned subsidiary of UCG, Inc., George
Baumoehl and Gaya Rozensweig, both Shareholders of UCG, Inc.
99.1 Press Release dated January 28, 2020
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