Current Report Filing (8-k)
March 23 2017 - 8:48AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): March 23, 2017 (March 17, 2017)
WAVE
SYNC CORP.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-34113
|
|
74-2559866
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
40
Wall Street, 28th Floor, New York, NY 10005
|
(Address
of principal executive offices)
|
Registrant’s
telephone number, including area code: 646-512-5855
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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))
|
☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01 Entry into Material Definitive Agreements.
On
March 17, 2017, Wave Sync Corp. (the “Company”) and each of the two holders (the “Noteholders”) of the
Company’s convertible notes (the “Convertible Notes”) entered into a convertible note exchange agreement (the
“Agreement”). Pursuant to the Agreement, the Company shall issue to the two noteholders an aggregate of approximately
1,106,837 shares of common stock (the “Common Stock”) of the Company, par value $0.001, in exchange for the Noteholders’
Convertible Notes in an aggregate principal amount of $2,213,673.
The securities described in the Agreement shall be issued
without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption
afforded by section 3(a)(9) of the Securities Act.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Agreement, which is filed as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information contained in Item 1.01 is hereby incorporated by reference.
Item
9.01 Financial Statements and Exhibits.
10.1
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Convertible
Note Exchange Agreement
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
March
23, 2017
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WAVE
SYNC CORP.
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|
|
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By:
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/s/ Zuyue
Xiang
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Name:
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Zuyue
Xiang
|
|
Title:
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Chief
Executive Officer
|
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