8-K

UNITED STATES

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): December 18, 2019

ARGENTUM 47, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-54557	27-3986073
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification Number)

34 St. Augustines Gate, Hedon, HU12 8EX, Hull, United Kingdom

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: + (44) 1482 891 591/ + (1) 321 200 0142

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 (see General Instruction A.2., below):

[  ]	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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.133-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company [X]

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 Section13(a) of the Exchange Act. [  ]

ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.

On December 13, 2019, the Company and Xantis S.A. agreed and executed a third and final addendum to the June 6, 2018 funding agreement with the following clauses:

1.	The Company and Xantis S.A. have agreed to formally enter into a new securitized receivable agreement, on December 18, 2019, with the assignment of receivables owned and to be owned by the subsidiary(ies) of the Company to Keyholder Three Securitisation Fund (to be renamed “Aegeus Securitisation Fund”), a Securitisation Fund established in Luxembourg under the Laws of 22 March 2004 regarding Securitisation and represented by Xantis S.A., the legally appointed fund management company of Keyholder Three Securitisation Fund (to be renamed “Aegeus Securitisation Fund”), with registered office at 75 Parc d’Activités, L-8308 Capellen, Grand-Duchy of Luxembourg, registered number B140689.
2.	In accordance with the terms of the second addendum executed on November 8, 2019, the Company now agrees to defer the conversion of the Second Tranche under the June 6, 2018 Xantis agreement (“Original Agreement”) that was received on October 10, 2018, for a further two (2) years and one (1) day from the date of execution of this addendum. In this case, the conversion price per share of the Second Tranche of the Original Agreement into equity of the Company will be equivalent to the closing market price two days prior the new conversion date.
3.	The Parties agree that this deferral of the conversion of the Second Tranche of funding under the Original Agreement will only take legal effect if the Company receives sufficient evidence that the first loan amount agreed for an amount of, 250,000 GBP or approximately U.S.$329,100, is received.
4.	The parties agree that the first tranche of the loan amount equating to 250.000 GBP will be wired to the escrow account of the Company´s U.S. Attorney, Mr. David E. Wise Esq., on December 16, 2019 to allow time for the new Loan Agreement and Receivable Assignment Agreement to be finalized and executed on December 18, 2019. Once the contracts are signed, the amount will be released from escrow to the Company. If the Company or its Attorney does not receive a confirmation of such wire transfer by December 16, 2019 and both the new Loan Agreement and Receivable Assignment Agreement are not fully executed and sent back to the Company by the close of business of December 18, 2019, then the Second Tranche will be immediately and unilaterally converted by the Company into equity of the Company at a conversion price of U.S.$0.02 per share as per the terms and conditions of the Original Agreement.
5.	This third addendum to the June 6, 2018 funding agreement will be duly filed by the Company with the SEC via a respective Form 8-K Current Report.

On December 16, 2019, the fund managers of Keyholder Three Securitisation Fund, Xantis S.A., wired the sum of 250,000 GBP or, at the current exchange rate, U.S. $325,450 to the IOLTA escrow account of the Company´s Attorney, Mr. David E. Wise, Esq. These funds were effectively received on December 17, 2019.

On December 18, 2019, the new Loan Agreement for up to 500,000 GBP (equivalent to approximately U.S.$658,200) and Receivable Assignment Agreement were both fully executed. The exact terms and conditions of both agreements are fully disclosed in Exhibits 10.1 and 10.2 of this Form 8-k Current Report.

On December 20, 2019, having received sufficient evidence that the agreements were effectively fully executed, Mr. David E. Wise, Esq. proceeded to release the 250,000 GBP or, at the current exchange rate, U.S. $325,450 to the Company.

Now that the new Loan Agreement and Receivable Assignment Agreement have been both fully executed and the agreed 250,000 GBP or, at the current exchange rate, U.S. $325,450, has been wired, the Company now agrees to definitively defer the conversion of the Second Tranche under the June 6, 2018 Xantis agreement (“Original Agreement”) that was received on October 10, 2018, for a further two (2) years and one (1) day from the date of execution of the third addendum to the Original Agreement that was signed on December 13, 2019. The conversion price per share of the Second Tranche of the Original Agreement into equity of the Company will now be equivalent to the closing Market price two days prior the new conversion date which now will be December 14, 2021.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibits Description:

10.1	Loan Agreement between Xantis S.A. on behalf of Keyholder Three Securitisation Fund (to be renamed Aegeus Securitisation Fund) and Argentum 47, Inc.
10.2	Receivable Assignment Agreement between Xantis S.A. on behalf of Keyholder Three Securitisation Fund (to be renamed Aegeus Securitisation Fund) and Argentum 47, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 20, 2019

ARGENTUM 47, INC.
By:	/s/ Enzo Taddei
	Enzo Taddei
	Chief Financial Officer

EX-10.1

Exhibit 10.1

This LOAN AGREEMENT (“Agreement”), made as of December 18, 2019, by and between Xantis S.A. a company incorporated under the laws of Luxembourg that is the legally appointed fund management company of Keyholder Three Securitisation Fund (to be renamed Aegeus Securitisation Fund), having its registered office located in 75 Parc d'Activités, L-8308 Capellen, Grand Duchy of Luxembourg and Argentum 47, Inc., a corporation organized under the laws of the State of Nevada, United States of America, whose principal place of business is currently 34 Augustine´s Gate, Hedon, HU12 8EX, Hull, United Kingdom.

RECITALS:

A.	The Lender is Keyholder Three Securitisation Fund (to be renamed Aegeus Securitisation Fund).
B.	The Borrower, Argentum 47, Inc., is a corporate consulting business that desires to obtain funding from the Lender, on the terms and conditions set forth below.
C.	The Borrower´s common shares are currently traded on the US NASDAQ OTC, trading symbol ARGQ and International Securities Identification Number (ISIN) US 04017D1046.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1. Financing Commitment.

The Lender agrees to provide to Borrower up to £500,000 GBP in loans (equivalent to approximately U.S.$658,200 at the date of this agreement), in two or more tranches at the discretion of the lender commencing with a first tranche amounting to £250,000 GBP (equivalent to approximately U.S.$329,100 at the date of this agreement) that shall be wired to the escrow account of the Company´s U.S. Attorney, Mr. David E. Wise, Esq. today. Once the contracts are fully executed, the amount will be released from escrow to the Borrower.

2. Term.

The Parties agree that the initial term of this loan shall be Two (2) years commencing from the date of execution of this agreement.

The Parties agreed that the Lender will have the option to prolong this Two (2) year term for subsequent 12-month periods and under the same terms as the initial agreement. If the term is prolonged by 12-months or more, then the option to convert to equity will also be prolonged by the same number of months.

The Parties agree that if the Lender opts to prolong the term of this agreement, Argentum 47, Inc. will be informed of this decision in writing 30-days before the initial agreed terms ends.

3. Interest.

The Parties agree to an annual interest rate of 6% of the borrowed amount based on the principal amounts effectively received. Interest shall be payable on an annual basis.

4. Receivable Assignment Agreement.

The Parties will simultaneously enter into a Receivable Assignment Agreement whereby an amount of the receivables from Argentum and/or the next Independent Financial Advisory firm acquired will be securitised to Keyholder Three Securitisation Fund (to be renamed Aegeus Securitisation Fund).

5. Conversion Rights.

At the sole option of Lender or its fund management company, Xantis S.A., this loan can convert into common shares of Company, from time to time, at least two (2) years and One (1) day from the date of execution of the agreement.

If the Lender or its fund management company, Xantis S.A., opt to convert the loan to common shares then conversion price per share agreed shall be the closing market price two (2) trading days prior to the Conversion date.

6. Repayment.

Argentum 47, Inc. shall have the option to repay all or part of the loan amount at any time on or before the agreed term without penalty.

7. Fees.

No fees for the setup of the funding structure shall be borne by Argentum 47, Inc.

8. Notices.

Any notice, request, direction or acknowledgement required or permitted to be given hereunder shall be in writing and shall be properly given by personal delivery or by sending same by any form of telecommunication device to the party for whom it is intended to the respective address set forth below or to such other address as either party may from time to time specify by notice given in accordance herewith. Except as expressly otherwise provided in this Agreement, any notice, if delivered as aforesaid, shall be effective on the date of delivery; and, if sent in the form of a telecommunication device, shall be effective on the business day following the day on which it was sent. Until changed, the addresses for notice of the parties shall be:

If to Borrower:

Attention: Mr. Enzo Taddei / Mr. Peter Smith

34 St. Augustine’s Gate,

Hedon,

HU12 8EX, Hull,

United Kingdom.

If to Lender:

Attention: The Board of Directors of Xantis S.A.

75 Parc d’Activités,

L-8308 Capellen,

Grand-Duchy of Luxembourg.

9. Amendment; Breach and Waiver.

This Agreement may not be amended or modified in any manner, except by an instrument in writing duly executed by both parties hereto. The failure of either party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to constitute a waiver of any such provision or any other provision, or of the right of such party thereafter to enforce each and every such provision or other provision in the event of a subsequent breach of this Agreement.

10. Agreement Binding Upon Successors.

This Agreement shall inure to the benefit of, and shall be binding upon, the Parties hereto, their successors and assigns.

11. Choice of Law and Forum.

This Agreement shall be governed by and construed in accordance with the laws of Grand Duchy of Luxembourg, exclusive of its choice-of-law principles. Each party hereby submits to the jurisdiction of the civil courts of Grand Duchy of Luxembourg. In any action or proceeding arising out of or relating to this Agreement pursuant hereto, each party hereto hereby irrevocably waives the defense of improper venue or inconvenient forum for the maintenance of any such action or proceeding to the fullest extent permitted by law.

12. Counterparts.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

13. Section Headings.

The Section headings contained in this Agreement are for reference purposes only and shall not affect in anyway the meaning or interpretation of this Agreement.

14. Public Disclosure.

A copy of this agreement will be formally filed by Argentum 47, Inc. with the U.S. Securities and Exchange Commission (“SEC”), via a Form 8-K Current Report within three business days from the date of execution hereof.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day first written above.

Xantis S.A., for and on behalf of Keyholder Three Securistation Fund (to be renamed Aegeus Securitisation Fund).

/s/ Janice Allgrove

Mr. Janice Allgrove - Director

/s/ Eva Fridrich

Miss Eva Fridrich - Director

Argentum 47, Inc.

/s/ Enzo Taddei

Mr. Enzo Taddei – Director

/s/ Peter Smith

Mr. Peter Smith – Director

EX-10.2

Exhibit 10.2

Receivable Assignment Agreement between Xantis S.A on behalf of Keyholder Three Securitisation Fund (to be renamed Aegeus Securitisation Fund) and Argentum 47, Inc.

This agreement is made on December 18, 2019 (the “Agreement”) by and between:

1.

KEYHOLDER THREE SECURITISATION FUND (to be renamed Aegeus Securitisation Fund) (hereinafter referred to as “Keyholder” or the “Fund”), a Securitisation fund established in Luxembourg under the Laws of 22 March 2004 on Securitisation, represented by XANTIS S.A. acting as its management company, with registered office at 75 Parc d’Activités, L-8308 Capellen, Grand-Duchy of Luxembourg, registered number B140689 (hereinafter referred to as “XANTIS” or the “Assignee”), and

2.

ARGENTUM 47, INC. a corporate entity registered under the laws of the State of Nevada, United States of America, whose current principal place of business is 34 St. Augustine’s Gate, Hedon, HU12 8EX, Hull, United Kingdom (hereinafter referred to as “Argentum” or the “Assignor”)

Collectively referred to as the “Parties”

WHEREAS:

A.	Argentum 47, Inc. is a corporate entity registered under the laws of the State of Nevada, United States of America, whose current principal place of business is 34 St. Augustine’s Gate, Hedon, HU12 8EX, Hull, United Kingdom (hereinafter referred to as “Argentum”); and
B.	Argentum intends to provide Keyholder Three Securitisation Fund (to be renamed Aegeus Securitisation Fund) security for one or more loans for by way of the assigning Argentum 47 Inc. and its subsidiaries future receivables from its IFA and/or DFM owned and/or to be owned (hereinafter referred to as the “Securitisation Transaction”); and
C.	A Fund has been created for the purpose of the Securitisation Transaction by Xantis S.A.

NOW THEREFORE, in consideration of the covenants hereinafter contained, the Parties have agreed the following conditions within the framework above.

Definitions:

In this Agreement:
“Consideration”	means the total value as ascribed to under Clause 5.
“GBP”	means British Pound Sterling, the official currency of the United Kingdom.
“Receivables”	means all or part of Argentum 47Inc and its subsidiaries future receivables in connection with its financial activities as forecasted and computed under Appendix I and valued under Appendix II.
“Securitisation Transaction”	means the assignment of Receivables as described under Item B of the preamble of the Agreement.
“Units”	means the units issued by the Keyholder Three Securitisation Fund (to be renamed Aegeus Securitisation Fund).

Assignment of the Receivables

1.	Subject to the terms and conditions of this Agreement, the Assignor transfers to the Assignee, and the Assignee hereby agrees to receive from the Assignor the Receivables, together with all of the rights, title, interest and accessories attached to the Receivables referred to under item B of the Preamble representing the type of fees (e.g. management fees, trailer fees, commissions etc.) due to it for the period from June 2020 to May 2025 as attached to Appendix I.
2.	Receivables as referred to under clause 1 above are assigned to the Fund as represented by Xantis S.A. in accordance with Article 55, 56 and 58 of the Luxembourg law of 22 March 2004 on Securitisation and in accordance with the provisions of Article 1689 et seq. of the Luxembourg Civil Code.
3.	The assignment of the Receivables from the Assignor to the Assignee shall be effective as of the date of this Agreement. The assignment of the Receivables is intended to secure and serve as collateral for that certain Loan Agreement of even date between the parties hereto. Any and all Receivables in excess of the principal amount of funds advanced to Argentum 47, Inc. under the Loan Agreement and accrued, but unpaid interest thereon, shall be the sole property of Argentum 47, Inc., assuming the loans evidenced by the Loan Agreement have been paid in full.

Financial conditions related to the assignment of Receivables

4.	Argentum 47 Inc and its subsidiaries irrevocably hereby assign part of total net future income related to the Receivables during the next 60 months based on the computation attached to the Agreement to the Fund as detailed under Appendix I and Appendix II. Net Income is the income after all commissions have been paid to the sales staff and introducers.
5.	The total consideration is valued at GBP 760,862 (Seven Hundred and Sixty Thousand, Eight Hundred and Sixty-Two British Pounds) net of the discount rate of 7% per annum. The gross receivables amount to GBP 903,959 (Nine Hundred and Three Thousand, Nine Hundred and Fifty-Nine British Pounds).
6.	The Assignor and the Assignee agree that the computation as referred under clause 5 represents a fair value as Consideration.

Valuation Procedure of the Receivables

7.	Argentum is obliged to appoint Cornhill Management S.A. as calculation agent to produce the revaluation of the Receivables based on information supplied to it by Argentum 47, Inc. on a quarterly basis each year (i.e. April 15th, July 15th, October 15th and January 15th).
8.	The first time that a computation will be prepared will be on July 15, 2020.

Termination of the Agreement

9. This Agreement is for a period of Five (5) years and will end when the final payment of the Receivables has been made and may not be terminated by either Party beforehand.

Notices to the Parties

10. Any notice, request, direction or acknowledgement required or permitted to be given hereunder shall be in writing and shall be properly given by personal delivery or by sending same by any form of telecommunication device to the party for whom it is intended to the respective address set forth below or to such other address as either party may from time to time specify by notice given in accordance herewith. Except as expressly otherwise provided in this Agreement, any notice, if delivered as aforesaid, shall be effective on the date of delivery; and, if sent in the form of a telecommunication device, shall be effective on the business day following the day on which it was sent. Until changed, the addresses for notice of the parties shall be:

If to Argentum 47, Inc.:

Attention: Mr. Enzo Taddei and/or Mr. Peter Smith

34 St. Augustine’s Gate,

Hedon,

HU12 8EX, Hull,

United Kingdom.

If to Keyholder Three Securitisation Fund (to be renamed Aegeus Securitisation Fund):

Attention: The Board of Directors of Xantis S.A.

75 Parc d’Activités,

L-8308 Capellen,

Grand-Duchy of Luxembourg.

Confidentiality

11. The Parties agree that this receivables assignment agreement will be filed by Argentum 47, Inc. with the SEC on a Form 8-K Current Report; hence, the agreement will be put into the public domain.

Severability

12. The illegality, invalidity and unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability in that jurisdiction of any other provision of this Agreement, or; the validity or enforceability in other jurisdictions of that or any other provision of this Agreement.

Representations, Warranties and Covenants of the Parties

13.

The Parties each represent and warrant that the terms of the Agreement do not violate any obligation by which such party is bound, whether arising by contract, operation of law or otherwise, and that the Agreement has been duly authorised by appropriate action and when executed and delivered will be binding on such party in accordance with its terms.

14.

The Parties each represent and warrant to the other party that as of the effective date of this Agreement, each shall have obtained all regulatory and other authorisation required to perform its obligations hereunder and covenants to maintain all such authorizations for the duration of this Agreement and shall proceed with required administrative or mandatory formalities under the governing legislation of the Receivables.

Amendments to the Agreement

15. This Agreement may only be amended in writing by the prior consent of both Parties.

Governing Law and Jurisdiction of the Agreement

16.	This Agreement, for all purposes, shall be governed, construed and enforced in accordance with the Laws of Luxembourg.
17.	The Parties to the Agreement agree to submit any dispute arising under the Agreement to the exclusive jurisdiction of a competent court in the jurisdiction of the Court of Luxembourg.

Counterparts

18. This Agreement may be executed in two counterparts each of which shall be deemed to be an original such counterparts shall together constitute one Agreement.

Financial Information

19. Argentum agrees to provide Xantis S.A. with all required financial information within 10 calendar days in relation with either Argentum and/or the Receivables upon first request of Xantis S.A.

Effect and Entire Agreement

20. This Agreement with the Appendix I & II constitute the entire agreement between the Parties in connection with these activities and supersedes all previous representations, agreements and understandings, whether oral or written and with effect from December 18, 2019.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year written above.

Xantis S.A., for and on behalf of Keyholder Three Securitisation Fund (to be renamed Aegeus Securitisation Fund)

By:	/s/ Eva Fridich	By:	/s/ Janice Allgrove
Miss Eva Fridich - Director		Miss Janice Allgrove - Director

For acknowledgement

Argentum 47, Inc. and Subsidiaries

By:	/s/ Enzo Taddei	By:	/s/ Peter Smith
Enzo Taddei - Director		Peter Smith - Director

Appendix II

Value of Assigned Receivables

December 18, 2019

Dear Sirs,

Ref.: Keyholder Three Securitisation Fund (to be renamed Aegeus Securitisation Fund).

We are writing to confirm that the Board of Directors of Argentum 47, Inc. has approved the securitization of part of the Company’s future income receivable as per the list on Appendix I.

The total value of receivables being securitized is 903,959 GBP over a five years period commencing on June 18, 2020, subject to confirmation of the related agreement by the Board of Directors of Xantis S.A. and ending Five (5) years of the commencement date.

We confirm that these receivables are reliable to the best of our knowledge.

Argentum 47, Inc.
By:	/s/ Enzo Taddei
Mr. Enzo Taddei - Director
By:	/s/ Peter Smith
Mr. Peter Smith - Director