Amended Current Report Filing (8-k/a)
September 25 2020 - 3:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 10, 2020
Date
of Report
(Date
of earliest event reported)
OZOP
SURGICAL CORP.
(Exact
name of registrant as specified in its charter)
Nevada
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000-55976
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35-2540672
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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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31
Sandfort Ln., Warwick NY 10990
(Address
of principal executive offices, including zip code)
(845)
544-5112
(Registrant’s
telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the
Securities Act
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act
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[ ]
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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Introductory
Note
On
July 10, 2020, Ozop Surgical Corp. (the “Company”) closed the stock purchase agreement (the “SPA”) with
Power Conversion Technologies, Inc., a Pennsylvania corporation (“PCTI”) and Catherine Chis, the sole shareholder
of PCTI. Under the terms of the SPA, the Company acquired one thousand (1,000) shares of PCTI, which represents all of the outstanding
shares of PCTI, from Catherine Chis in exchange for a cash payment of $400,000 and the issuance of 47,500 shares of the Company’s
Series C Preferred Stock, 18,667 shares of the Company’s Series D Preferred Stock, and 500 shares of the Company’s
Series E Preferred Stock to Catherine Chis (the “Acquisition”).
On
August 5, 2020, the Company filed a Current Report on Form 8-K (the “Initial 8-K”) with the Securities and Exchange
Commission (the “SEC”) disclosing that it had closed the Acquisition and that the financial statements and pro forma
financial information required by Items 9.01(a) and (b) of Form 8-K would each be filed by amendment no later than 71 days after
the due date of the Initial 8-K filing. This Amendment No. 1 (this “Amendment”) amends the Initial 8-K to file the
required financial statements and pro forma financial information.
This
Amendment should be read in conjunction with the Initial 8-K and the Company’s other filings with the SEC. Except as stated
herein, this Amendment does not reflect events occurring after the filing of the Initial 8-K with the SEC on August 5, 2020 and
no attempt has been made in this Amendment to modify or update other information as disclosed in the Initial 8-K.
As
a result of the SPA, the historical financial statements of PCTI will be treated as the historical financial statements of the
Company and will be reflected in the Company’s quarterly and annual reports for periods ending after the effective time
of the SPA. Accordingly, beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30,
2020, the Company will report results of PCTI and the Company on a consolidated basis.
Cautionary
Note on Forward-Looking Statements
Any
statements in this Current Report on Form 8-K/A about future expectations, plans and prospects for the Company, constitute forward-looking
statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from
those indicated by such forward-looking statements as a result of various risks and uncertainties including, but not limited to:
future actions, new projects, strategies, future performance, the outcomes of contingencies, future financial results and uncertainties
related to COVID-19. In addition, the forward-looking statements included in this Current Report on Form 8-K/A represent the Company’s
views as of the date hereof and subsequent events and developments could cause the Company’s views to change. The Company
disclaims any intent or obligation to publicly update or revise any such forward-looking statements to reflect any change in the
Company’s expectations or future events, conditions or circumstances on which any such forward-looking statements may be
based, or that may affect the likelihood that actual results may differ from those set forth in such forward-looking statements.
Item
9.01 Financial Statements and Exhibits.
(a)Financial
Statements of business acquired.
The
audited financial statements of Power Conversion Technologies, Inc. as of and for the years ended December 31, 2019 and 2018,
and the notes related thereto are filed as Exhibit 99.1 hereto.
The
unaudited condensed financial statements of Power Conversion Technologies, Inc. as of and for the six months ended June 30, 2020
and 2019, and the notes related thereto are filed as Exhibit 99.2 hereto.
(b)Pro
forma financial information.
The
unaudited pro forma condensed balance sheet of the Company as of June 30, 2020 and the unaudited pro forma condensed statements
of operations and comprehensive loss of the Company for the year ended December 31, 2019 and the six months ended June 30, 2020,
in each case giving pro forma effect to the Company’s acquisition of all outstanding equity securities of PCTI, and the
notes related thereto are filed as Exhibit 99.3 hereto and are incorporated herein by reference.
(d)Exhibits.
Exhibit
No.
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Description
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10.1
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Stock Purchase Agreement dated June 26, 2020 (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on June 29, 2020).
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99.1*
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Audited financial statements of Power Conversion Technologies, Inc. as of and for the years ended December 31, 2019 and 2018, including the Independent Public Accounting Firm’s Report thereon, and the notes related thereto are filed as Exhibit 99.1 to this Amendment No. 1 and are incorporated herein by reference.
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99.2*
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Unaudited condensed consolidated financial statements of Power Conversion Technologies, Inc. as of and for the six months ended June 30, 2020 and 2019, and the notes related thereto, are filed as Exhibit 99.2 to this Amendment No. 1 and are incorporated herein by reference.
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99.3*
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Unaudited Pro Forma Financial Information as of and for the three months ended March 31, 2018, and the year ended December 31, 2017.
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*
Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
September 25, 2020
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OZOP
SURGICAL CORP.
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By:
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/s/
Brian Conway
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Name:
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Brian
Conway
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Title:
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Chief
Executive Officer
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Ozop Energy Solutions (PK) (USOTC:OZSC)
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