Item 1.01 Entry into a Material Definitive Agreement
Share Purchase Agreement
On September 8, 2022, American Education Center, Inc., a Nevada corporation (the
"Company") entered in to a share purchase agreement with its former Chief
Executive Officer, Mr. Max P. Chen (the "Buyer"), pursuant to which, the Buyer
acquired 100% of the equity interest of American Education Center, Inc., a New
York corporation and a subsidiary of the Company (the "AEC New York") from the
Company for an aggregate purchase price of $100.00 (the "SPA"). The transaction
contemplated in the SPA closed on September 8, 2022.
The SPA contains customary representations, warranties and agreements of the
Company and the Buyer. A form of the SPA is attached hereto as Exhibit 10.1. The
foregoing is only a brief description of the material terms of the SPA, and does
not purport to be a complete description of the rights and obligations of the
parties thereunder and is qualified in its entirety by reference to such
exhibit.
Subscription Agreement
On September 8, 2022, the Company entered in to a subscription agreement with
China Cultural Finance Holdings Company Limited (the "China Cultural"), pursuant
to which, China Cultural purchased 133,333,334 shares of common stock of the
Company, par value $0.001 per share (the "Common Stock"), at a price of $0.0075
per share in consideration for (i) an aggregate price of $1,000,000 and (ii)
assignment, conveyance and transfer of all Assets (as defined below) to the
Company (the "Subscription Agreement"). "Assets" means all of assets, properties
and rights with respect to the business of the Company, whether personal or
real, tangible or intangible, contractual or legal (without regard to the form
of recordation or state of completion), including, without limitation,
copyrights, patents, service marks, trademarks, trade names, technology rights
and licenses, computer software (including without limitation any source or
object codes therefor or documentation relating thereto), websites, domain
names, corporate names, company names, business names, trade dress, trade
styles, logos, or other indicia of origin or source identification, trademark
and service mark registrations, and applications for trademark or service mark
registrations and any new renewals thereof, trade secrets, franchises, know-how,
inventions, designs, specifications, plans (including marketing plans, financing
plans, design plans and commercialization plans), drawings, marketing studies,
creative materials and intellectual property rights and all such other rights
held by China Cultural in relation to the Company and its business. The
transaction contemplated in the Subscription Agreement closed on September 8,
2022.
The Subscription Agreement contains customary representations, warranties and
agreements of the Company and China Cultural. A form of the Subscription
Agreement is attached hereto as Exhibit 10.2. The foregoing is only a brief
description of the material terms of the Subscription Agreement, and does not
purport to be a complete description of the rights and obligations of the
parties thereunder and is qualified in its entirety by reference to such
exhibit.
Debt Conversion Agreement
On September 8, 2022, the Company entered in to a debt conversion agreement with
China Cultural, pursuant to which, effective on September 8, 2022, China
Cultural agreed to convert the entire outstanding amount of RMB ¥6,657,616.67
under certain loan agreements between the Company and China Cultural, into
shares of the Common Stock at a conversion price of $0.0075 per share for a
total of 131,508,477 shares of Common Stock (the "Debt Conversion Agreement").
The Debt Conversion Agreement contains customary representations, warranties and
agreements of the Company and China Cultural. A form of the Debt Conversion
Agreement is attached hereto as Exhibit 10.3. The foregoing is only a brief
description of the material terms of the Debt Conversion Agreement, and does not
purport to be a complete description of the rights and obligations of the
parties thereunder and is qualified in its entirety by reference to such
exhibit.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Share Purchase Agreement between American Education Center, Inc.
and Mr. Max P. Chen, dated September 8, 2022
10.2 Subscription Agreement between American Education Center, Inc. and
China Cultural Finance Holdings Company Limited, dated September 8,
2022
10.3 Debt Conversion Agreement between American Education Center, Inc.
and China Cultural Finance Holdings Company Limited, dated September
8, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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