U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
May 21, 2020 (May 19, 2020)
NOBLE VICI GROUP, INC.
(Exact name of small business issuer as specified in its charter)
| Delaware | 000-54761 | 42-1772663 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer ID No.) |
1 Raffles Place, #33-02
One Raffles Place Tower One
Singapore 048616
(Address of principal executive offices)
+65 6491 7998
(Issuer's Telephone Number)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 o
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. o
Item 1.02 Termination of a Material Definitive Agreement
On May 19, 2020, Noble Vici Group, Inc., a Delaware corporation (“we,” “us” or the “Company”), entered into a Termination Agreement with Eldee Wai Chong Tang, our Chief Executive Officer and Director, whereby the parties agreed to terminate that certain Binding Memorandum of Understanding dated April 1, 2019 (the “MOU”). Pursuant to the terms of the MOU, which was previously disclosed in a current report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2019, whereby Mr Tang, agreed to reorganize Elusyf Global Private Limited, a Singapore corporation (“EGPL”) into the Company. Upon the consummation of such reorganization, EGPL would become a 51% owned subsidiary of the Company. EGPL was engaged in the business of marketing and distribution of health and beauty products, such as Elusyf Mitos Activa and Cell Activa Phytomask, among other offerings, through its wide network of channels. Mr Tang owns Fifty-Nine Thousand Nine Hundred Eighty (59,980) ordinary shares of EGPL, representing 51% of the issued and outstanding securities of EGPL.
The foregoing description of the Termination Agreement is qualified in its entirety by reference to the Termination Agreement, which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d). Exhibits.
| Number | Exhibit | |
| 10.1 | Termination Agreement, dated May 19, 2020, by and between the Company and Eldee Wai Chong Tang | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned hereunto duly authorized.
| NOBLE VICI GROUP, INC. | ||
| (Registrant) | ||
| Dated: May 21, 2020 | By: | /s/ Eldee Wai Chong Tang |
|
Eldee Wai Chong Tang Chief Executive Officer | ||
Exhibit 10.1
Mutual Termination Agreement
This Mutual Termination Agreement is made effective May 19, 2020, by and among Noble Vici Group, Inc., a Delaware corporation having its place of principal executive office at 1 Raffles Place, #33-02, One Raffles Place Tower One, Singapore 048616 (the "Company"), and Eldee Wai Chong Tang (“ET”), a 51% shareholder and representative of Elusyf Global Private Limited, a Singapore Corporation (“EGPL”).
WHEREAS, the Company and EGPL are parties to that certain Binding Memorandum of Understanding dated April 1, 2019 (the “MOU”), pursuant to which the Company agreed to reorganize 51% shareholdings of EGPL into the Company, by way of transfer of all shares from ET to the Company; and
WHEREAS, pursuant to the MOU, the closing of the strategic partnership was anticipated to occur on or before June 30, 2019.
NOW, THEREFORE, in consideration of the foregoing recitals and for good and valuable mutual consideration, the receipt of which is hereby acknowledged, the parties, intending to be legally bound, do hereby agree to the following terms and conditions:
Agreement
1. Mutual Termination. Effective immediately upon execution of this Mutual Termination Agreement, each party hereto hereby completely and immediately terminates the MOU, and acknowledges and agrees that neither party shall have any obligation or liability to the other in connection with the MOU.
2. Entire Agreement. This Mutual Termination Agreement is the entire agreement between the parties regarding the subject matter contained herein. It supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding the subject matter contained herein.
IN WITNESS WHEREOF, the parties have executed this Mutual Termination Agreement as of the date first set forth above.
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NOBLE VICI GROUP, INC.
By: /s/ Sin Chi Yip Sin Chi Yip Its: Chief Corporate Officer
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By: /s/ Eldee Wai Chong Tang Eldee Wai Chong Tang
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