YUBO INTERNATIONAL BIOTECH LIMITED ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
In connection with the sale under the Stock Purchase Agreement, the members of
the Company's Board of Directors have agreed to resign and appoint
As of the date of this Form 8-K, the authorized capital stock of the Company
consists of 120,000,000 shares of common stock, par value
NEW DIRECTOR AND EXECUTIVE OFFICER
Set forth below is information about the person who will become the Company's
sole officer and director, on or about
Name Age OfficesDavid Lazar 30 Sole Director, CEO and CFO
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the Company's knowledge, during the past ten (10) years, Mr. Lazar has not
been:
· the subject of any bankruptcy petition filed by or against any business
of which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time;
· convicted in a criminal proceeding or is subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);
subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock by (i) each stockholder known by the
Company to be the beneficial owner of more than 5% of the Company's common stock
and (ii) by the directors and executive officers of the Company, immediately
after the closing of the Share Exchange Agreement, and assuming the resignations
of all current officers and directors, and the appointment of
Percentage
Number of of Total
Class of Shares Voting
Name and Address Common Beneficially Power
of Beneficial Owner (1) Stock (2) Owned(3) (2)(3)
Magna Acquisition LLC (4) Class A 405,151 34.4%
David Lazar (5) Class A 202,576 17.2%
All Executive Officers and Directors as a Group Class A 202,576 17.2% (1 person)(5)
(1) All shares are beneficially owned and sole voting and investment power is
held by the persons named, except as otherwise noted.
(2) Class B Common Stock is entitled to five votes per share but is otherwise
substantially identical to the Class A Common Stock, which has one vote
per share. Each share of Class B Common Stock is convertible into one
share of Class A Common Stock.
(3) Based upon 1,178,762 shares of Class A common stock and 567 shares of
Class B common stock outstanding at June 30, 2020 .
(4) See the table immediately above for the voting rights of Magna Acquisition
LLC.
(5) The address for Mr. Lazar is 1185 Avenue of the Americas , 3rd floor, New
York, NY 10036. Mr. Lazar also acquired promissory notes owed by the
Company to Magna Acquisition LLC and Joel S. Kanter individually, totaling
$1,453 , 811 (the "Notes"). Mr. Lazar intends to cause the Company's Board
of Directors, of which he will be the sole director on or about July 18,
2020 , to convert some or all of these Notes into Class A common shares,
thus giving him at least a majority of the common shares of the Company
which will then be issued and outstanding. As of the date of this Notice,
none of the Notes has been converted into Class A common shares, and Mr.
Lazar has not determined how many of the Notes he intends to convert, and
the conversion ratio.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires our officers, directors and persons
who own more than 10% of a registered class of our equity securities to file
reports of ownership and changes in ownership with the
All references to the terms of the Stock Purchase Agreement and the Agreement are qualified in their entirety by reference to the Stock Purchase Agreement itself and the Amendment, which are Exhibits to this Form 8-K.
ITEM 5.01 CHANGE OF CONTROL.
The information set forth in Item 1.01 hereinabove is incorporated by reference. As a result of completing the transaction contemplated by the Stock Purchase Agreement described in Item 1.01 of this Form 8-K, there was a change of control of the Registrant.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. 99.1 Stock Purchase Agreement 99.2 Amendment to Stock Purchase Agreement
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