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): September 14, 2018

HotApp Blockchain Inc.

 (Exact name of registrant as specified in its charter)

Delaware	333-194748	47-4742558
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

4800 Montgomery Lane, Suite 210 Bethesda, MD	20814
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code	(301) 971-3940

N/A

Former name or former address, if changed since last report

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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

☐

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 ☑

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. ☐

Item 1.01 

Entry into a Material Definitive Agreement.

On September 14, 2018, HotApps International Pte Ltd (“HotApps International”), a wholly owned subsidiary of HotApp Blockchain Inc. (the “Company”) entered into term sheet with The Alpha Mind Pte Ltd (“Alpha Mind”), pursuant to which HotApps International will compensate Alpha Mind for the services of Mr. Tay Kiat Ming, Eugene. Mr. Tay will serve as the Acting Chief Executive Officer of HotApps International. Mr. Tay’s services have been retained for twelve months, effective as of September 1, 2018. Mr. Tay will initially be compensated at a rate of Sixty Thousand Six Hundred Singaporean Dollars (S$60,600) (which is presently equal to approximately US$44,263) per annum. Mr. Tay’s compensation may be increased to Ten Thousand Six Hundred Singaporean Dollars (S$10,600) per month and Twenty Thousand Six Hundred Singaporean Dollars (S$20,600) per month in the event that he achieves certain fundraising milestones.

In the event that the Company is listed on the NYSE or NASDAQ, Mr. Tay will be granted an option to purchase up to One Million shares of the Company’s common stock at a purchase price of US$1.00 per share. This option shall vest after 36 months of service by Mr. Tay. The shares to be acquired pursuant to such option may only be sold subject to certain stock price and trading volume limitations.

The Term Sheet is intended to be legally binding, however, the parties anticipate that it shall be superseded by a consultancy agreement as soon as practicable and in any event, no later than six months from the date of the Term Sheet.

Item 5.02 

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Conn Flanigan as Member of the Board of Directors and Secretary

Effective as of September 19, 2018, Mr. Conn Flanigan voluntarily resigned as a Member of the Company’s Board of Directors and as the Company’s Secretary.

Item 9.01   

Financial Statements and Exhibits.

(d)            

Exhibits.

Exhibit No.	Description
10.1	Term Sheet, by and between HotApps International Pte Ltd and Alpha Mind Pte Ltd, dated as of September 14, 2018.

SIGNATURES

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

	HOTAPP BLOCKCHAIN INC.
Dated: September 20, 2018	By:	/s/  Lui Wai Leung, Alan
	Name:	Lui Wai Leung, Alan
	Title:	Chief Financial Officer

EX-10.1

Exhibit 10.1

PRIVATE & CONFIDENTIAL

TERM SHEET

This Term Sheet sets out the understanding between HotApps International Pte Ltd with regards to the proposed engagement of The Alpha Mind Pte Ltd (“Consultant”) for provision of consultancy services to the Company.

COMPANY	HotApps International Pte Ltd, a company incorporated in Singapore, registration no. 201414877D and having its office at 7 Temasek Boulevard #29-01B Suntec Tower One Singapore 038987 (“Company”).
CONSULTANT	Company would like to engage The Alpha Mind Pte Ltd, a company incorporated in Singapore, registration no. 2009137393G (“Consultant”) to provide consultancy services to the Company. During the term of engagement, its sole member and director, Mr Tay Kiat Ming, Eugene will act as Acting Chief Executive Officer of the Company (“Acting CEO”).
TERM AND COMMENCEMENT DATE	For an initial term of 12 months with effect 1 September 2018.
FEES	Consultant will be paid consultancy fees based on the following milestones - 1) First 12 months -S$60,600 per annum payable monthly in arrears. 2) To be adjusted to S$10,600 per month after successful raising of fresh funds by the Consultant and upon receipt by the Company of or exceeding S$1 million which funds were raised based solely on Consultant’s efforts. 3) To be adjusted to S$20,600 per month after successful raising of fresh funds by the Consultant and upon receipt by the Company of or exceeding S$5 million which were raised based solely on Consultant’s efforts.
OVERVIEW	It is the intention of the Company to work towards listing of its parent company, HotApp BlockChain Inc., an OTC company in the United States, incorporation ID. 5120182 and having its office at 4800 Montgomery Lane Suite 210 Bethesda, MD20814 (“HotApp BlockChain”) with NYSE or NASDAQ.
STOCK PERFORMANCE SHARES	Acting CEO shall be granted 1 million of HotApp BlockChain’s stock performance shares upon its successful uplift to NYSE or NASDAQ. The exercise price of the stock performance shares shall be at US$1.00 and will be vested upon completion of 36 months’ continuous engagement (“Tenure”) with the Company. Such stock performance shares can be sold only when the share price of the HotApp BlockChain is trading at US$2 or above, at any time during the Tenure. Sale of any shares arising from the vested stock performance shares is restricted to no more than 5% of the daily trading volume. All unvested stock performance shares will not be due and will immediately become void in the event of termination of the Consultancy Agreement.
TERMINATION	One (1) month’s written notice of termination from either party or fees in lieu of notice.

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CONFIDENTIALITY	Save for any disclosure made to any regulatory body (including the exchanges in United States, Hong Kong or Singapore), each party shall keep strictly confidential the negotiations relating to this transaction, the existence of this transaction and the contents of this Term Sheet and shall not disclose the name to any other person with the prior written consent of the other party.
NON-COMPETITION AND NON-SOLICITATION	Consultant shall not: (a) be directly or indirectly engaged or concerned in (whether as an employee, agent, independent contractor or otherwise) the conduct of any business competing with the businesses carried on or proposed to be carried on by the Company at any time; (b) carry on for your own account either alone or in partnership or be concerned as a director or shareholder in any company engaged in any business competing with the Company’s business; (c) assist any person, firm or company with technical advice or assistance in relation to any business competing with the Company’s business; (d) solicit or entice away or attempt to solicit or entice away from the Company, any person, firm, company or organisation who shall at any time have been a customer, client, distributor or agent of the Company or in the habit of dealing with the Company; (d) solicit or entice away or attempt to solicit or entice away from the Company any person who is an officer, manager or employee of the Company whether or not such person would commit a breach of his contract of employment by reason of leaving the Company; (e) in relation to any trade, business or company, use any name in such a way as to be capable of or likely to be confused with the name of the Company and/or the Group and shall use all reasonable endeavours to procure that no such name shall be used by any other person, firm or company; (f) otherwise be interested, directly or indirectly, in any business competing with the Company’s business; or (g) by any means and at any time, use any information whatsoever which you may possess during the course of your engagement with the Company in any manner which may cause loss or injury to the Company and/or the Group and should you come into possession of any confidential information or trade secrets, you undertake irrevocably and unconditionally not to disclose these to any party at any time (whether during or after your engagement) without the Company’s prior written consent unless or until the information is in the public domain, whereupon to the extent that it is public this obligation shall cease.
BINDING EFFECT	This Term Sheet shall be legally binding and shall also be legally enforceable in accordance with its terms in any court or competent jurisdiction.
PREVALENCE OF CONSULTANCY AGREEMENT	This Term Sheet shall be superseded by a Consultancy Agreement to be negotiated and entered into as soon as practicable and in any event, no later than 6 months from the date of signing of this Term Sheet.
COSTS AND EXPENSES	Each Party shall be responsible for its respective costs and expenses in relation to the preparation of this Term Sheet and any transactions contemplated thereunder.

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TAXES	Consultant and CEO shall be responsible for all relevant taxes required by applicable laws.
GOVERNING LAW AND DISPUTE RESOLUTION	Singapore Laws and the Parties hereby irrevocably submit to the exclusive jurisdiction of the Singapore Courts.

Date: 14 September 2018

We hereby agree to the above terms and conditions:

Signed by:	Signed by:
/s/ Chan Heng Fai	/s/ Tay Kiat Ming Eugene
Name: CHAN HENG FAI	Name: TAY KIAT MING EUGENE
For and on behalf of	For and on behalf of
HOTAPPS INTERNATIONAL PTE LTD	THE ALPHA MIND PTE LTD

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