AVNI 8-K
Arvana Inc (AVNI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
299
South Main Street,
(Address of principal executive offices) (Zip code)
Registrant’s
telephone number, including area code:
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| n/a | n/a | n/a |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.45 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check number 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. ☐
| 1 |
ITEM 5.01 Changes in Control of Registrant.
(a) Change in Control
(1) Mr. Alkiviades David has relinquished control of Arvana Inc. (“Company”) to Mr. Altaf Nazerali.
(2) The change of control, effective October 29, 2021, was effected on the execution of a recission agreement and mutual release dated October 22, 2021 (“Agreement”), that terminated the intentions of a non-binding term sheet.
(3) Mr. Nazerali has direct and beneficial control over 26,403,214 common shares or 77.32% of the Company’s voting securities effective October 29, 2021, on which date Mr. David agreed to relinquish voting proxies previously granted to him by Mr. Nazerali, related entities, and certain individuals.
(4) The consideration rendered in connection with the change in control is defined by the mutual covenants embodied in the Agreement.
(5) Mr. Nazerali used no personal funds to provide the consideration detailed above.
(6) The change of control was effected by the execution of the Agreement which provides that all voting proxies granted to Mr. David be relinquished to the respective beneficial owners of the underlying securities.
(7) The change of control resulted in the resignation of two Company directors, effective October 22, 2021, and November 2, 2021, respectively.
(8) The change of control is the result of the termination of a non-binding provisions term sheet on execution of the Agreement.
(b) Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information concerning the number of shares of our common stock owned of record and beneficially by: (i) each of our directors, (ii) each of our executive officers, (iii) our executive officers and directors as a group, and (iv) each shareholder who is known to us to beneficially own more than 5% of the 34,148,518 shares outstanding. Unless otherwise indicated, the stockholders included possess either voting power or ownership of record.
| Title of Class | Name and Address of Record and Beneficial Holders(1) | Shares Held by Proxies | Shares Owned of Record |
Shares as Percentage | ||||
| Common | Ruairidh Campbell, CEO, CFO, PAO and Director 3002 Kinney Avenue Austin, TX 78704 |
__
|
__ | 0% | ||||
| Common | All Directors and Officers as a Group
|
__ | __ | 0% | ||||
| Common | Altaf Nazerali (2) 3001-788 Richards Street, Vancouver British Columbia, Canada V6B 0C7 |
__ |
26,403,214 |
77.32% | ||||
| Common | Valor Invest Ltd. (2) 60 Rue du Rhone, Fifth Floor Geneva 3, Switzerland CH 1211 |
__ |
23,504,489 |
68.83% | ||||
| Common | 681315 B.C. Limited 14873 80b Avenue, Surrey British Columbia Canada V3S 7H4 |
__ | 2,590,292 |
7.59% | ||||
Total |
|
__ |
28,993,506 |
84.90% |
(1) Under Commission Rule 13d-3, the beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: voting power, which includes the power to vote, or direct the voting of shares; and/or investment power, which includes the power to dispose or direct the disposition of shares.
(2) Altaf Nazerali owns 1,506,660 shares directly, 23,504,489 shares indirectly through Valor Invest Ltd., and 1,392,065 shares indirectly through International Portfolio Management, Inc.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements.
Resignation of Directors
On October 22, 2021, the Company accepted the resignation of Mathew Bentley Hoover as a serving member of the its board of directors with immediate effect.
On November 2, 2021, the Company accepted the resignation of Carl Dawson as a serving member of its board of directors with immediate effect.
Item 9.01 Financial Statements and Exhibits.
Exhibits
The following exhibit is filed herewith:
| Exhibit No. | Name | Description | Effective Date |
| 10.01 | Recission Agreement and Mutual Release | Recission of non-binding intentions of term sheet. | 10/29/2021 |
| 2 |
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.
| Arvana, Inc. | Date |
| By: /s/ Ruairidh. Campbell | November 10, 2021 |
| Name: Ruairidh Campbell | |
| Title: Chief Executive Officer |
| 3 |
RESCISSION AGREEMENT AND MUTUAL RELEASE
THIS RESCISSION AGREEMENT AND MUTUAL RELEASE (“Agreement”) is made and entered into as of October 22, 2021, by and among Arvana Inc., a Nevada corporation (“Company”), Altaf Nazerali, a Canadian resident individually and on behalf of Valor Invest Ltd., International Portfolio Management Inc, 681315 B.C. Ltd., John Baring and Raymond Wicki (“Sellers”), and Alkiviades David, a British resident (“Buyer”). The Company, Buyer and Seller are sometimes referred to herein as the “parties” collectively or as a “party” individually.
RECITALS
WHEREAS, the Company, Sellers and Buyer are parties to that certain Confidential Term Sheet, dated May 21, 2021, (“Term Sheet”) pursuant to which Buyer and Sellers were to cause the Company to enter into an asset purchase agreement (“Asset Purchase”) with an asset owned or controlled by Buyer.
WHEREAS, to induce Buyer to enter into an Asset Purchase with Company, the Sellers determined to grant irrevocable proxies to Buyer that represented voting control over more than ninety percent (90%) of the Company’s outstanding shares (“Proxies”), in addition to which action the Company indicated its intention to appoint two (2) new directors to its board of directors (Mathew Bentley Hoover & Carl Dawson, hereinafter “Directors”) and to solicit the resignation of two of its then existing directors.
WHEREAS, the parties now desire to unwind and rescind the Term Sheet to disclaim any intention of entering into an Asset Purchase due to, among other reasons, certain events that have occurred subsequent to the execution of the Term Sheet, including the inability of the parties to reach agreement on the structure of the anticipated Asset Purchase; and
WHEREAS, to accomplish the unwinding and recission of the Term Sheet, Buyer desires to effectively terminate the Proxies herewith, and to solicit the resignation of the Directors with immediate effect on the terms and subject to the conditions set forth below.
NOW, THEREFORE, the parties hereby agree as follows:
1. RESCISSION OF TERM SHEET
On the terms and subject to the conditions of this Agreement, the Company, Sellers and Buyer each agree, in consideration of their mutual covenants and agreement, that the Term Sheet is hereby rescinded in its entirety, and that none of the parties hereto shall have any further rights or duties thereunder, except for those defined in this Agreement.
2. REVOCATION OF PROXIES AND RESIGNATION OF DIRECTORS
Buyer agrees to revoke the Proxies granted by Sellers and to solicit the Directors to submit their respective resignations to the Company with immediate effect (specimen resignation form attached hereto).
3. MUTUAL REPRESENTATIONS AND WARRANTIES; COVENANTS
Each party represents and warrants to the other party that:
3.1 Authorization. All corporate action on the part of the respective parties, nominees, officers, directors and shareholders as necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations hereunder has been taken. This Agreement constitutes a valid and legally binding obligation of the parties, enforceable in accordance with its respective terms.
3.2 Corporate Organization of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of incorporation and has full corporate power and authority to carry on its business as it is now being conducted.
3.3 Agreement Not in Contravention. Neither the execution and delivery of this Agreement, nor the consummation of the actions provided for herein will (i) result in a material breach of or constitute a material default or give rise to any right of termination, cancellation or acceleration under the terms, conditions, or provisions of any agreement or other instrument to which each of the parties is a party, or (ii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to any of the parties.
3.4 Information and Statements. No representation or warranty made by or on behalf of the parties with respect to the Term Sheet or the anticipated Asset Purchase contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements so made, in light of the circumstances under which they are made, not misleading.
4. MUTUAL RELEASE
4.1 Each party on behalf of itself and its respective partners, agents, assigns, heirs, officers, directors, employees executors, and attorneys (“Affiliates”) hereby forever and finally releases, relieves, acquits, absolves and discharges the other party and their Affiliates from any and all losses, claims, debts, liabilities, demands, obligations, promises, acts, omissions, agreements, costs and expenses, damages, injuries, suits, actions and causes of action, of whatever kind or nature, whether known or unknown, suspected or unsuspected, contingent or fixed, that they may have against the other party and their Affiliates, including without limitation claims for indemnification, based upon, related to, or by reason of any matter, cause, fact, act or omission occurring or arising at any moment out of the Term Sheet.
4.2 Each party acknowledges that this mutual release does not constitute any admission of liability whatsoever on the part of any of the undersigned.
4.3 Each party represents and warrants that there has been no assignment or transfer of or giving of a security interest in or encumbrance upon any interest in any claim which he/it or his/its Affiliates may have against any other party. Each of the parties further represents that such party: (i) has carefully read this Agreement; (ii) knows the contents of this Agreement; (iii) has had the advice of counsel of such party’s choosing in connection with the subject matter hereof, and the advice thereof is reflected in the provisions of this Agreement; and (iv) has not been influenced to any extent whatsoever in doing so by any other party or by any other person or entity, except for those representations, statements and promises expressly set forth herein.
5. THE EFFECTIVE DATE
5.1 This Agreement shall become effective when executed and delivered by all of the parties hereto (“Effective Date”).
6. INDEMNIFICATION
Each party shall defend, indemnify, and hold the other parties harmless from and against any and all losses, damages, liabilities and expenses (including penalties and attorneys’ fees) which are incurred or suffered by or imposed upon any other party arising out of or relating to (i) any failure or breach by a party to perform any of his/its covenants, agreements or obligations under this Agreement, or (ii) any inaccuracy or incompleteness of the representations and warranties of a party contained in this Agreement.
7. ENTIRE AGREEMENT
This Agreement, and any instruments and agreements to be executed pursuant to this Agreement, sets forth the entire understanding of the parties hereto with respect to its subject matter, merges and supersedes all prior and contemporaneous understandings with respect to its subject matter and may not be waived or modified, in whole or in part, except by a writing signed by each of the parties hereto. No waiver of any provision of this Agreement in any instance shall be deemed to be a waiver of the same or any other provision in any other instance. Failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of its rights under such provision.
8. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon, enforceable against and inure to the benefit of, the parties hereto and their respective heirs, administrators, executors, personal representatives, successors and assigns, and nothing herein is intended to confer any right, remedy or benefit upon any other person. This Agreement may not be assigned by any party hereto except with the prior written consent of the other parties, which consent shall not be unreasonably withheld.
9. GOVERNING LAW
This Agreement will be construed and enforced in accordance with and governed by the laws of the State of Utah, without reference to principles of conflicts of law. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the State of Utah in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of such proceeding in such jurisdictions. Each party hereby agrees that if another party to this Agreement obtains a judgment against it in such a proceeding, the party which obtained such judgment may enforce same by summary judgment in the courts of any country having jurisdiction over the party against whom such judgment was obtained, and each party hereby waives any defenses available to it under local law and agrees to the enforcement of such a judgment. Each party to this Agreement irrevocably consents to the service of process in any such proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address set forth herein. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law.
10. COUNTERPARTS
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
11. CONSTRUCTION
Headings contained in this Agreement are for convenience only and shall not be used in the interpretation of this Agreement. References herein to articles and sections are to the articles, and sections, respectively, of this Agreement. As used herein, the singular includes the plural, and the masculine, feminine and neuter gender each includes the others where the context so indicates. Any item that is disclosed in a representation or warranty shall be deemed disclosed for all purposes and for every representation and warranty.
12. Severability
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, this Agreement shall be interpreted and enforceable as if such provision were severed or limited, but only to the extent necessary to render such provision and this Agreement enforceable.
13. SPECIFIC PERFORMANCE
The parties agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms thereof and that, prior to the termination of this Agreement pursuant to its terms, the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.
14. NOTICE
All communications, notices, requests, consents or demands given or required under this Agreement shall be in writing and shall be deemed to have been duly given when delivered to, or received by prepaid registered or certified mail or recognized overnight courier addressed to, or upon receipt of a facsimile sent to, the party for whom intended, as follows, or to such other address or facsimile number as may be furnished by such party by notice in the manner provided herein:
If to Company:
Arvana Inc.
299 South Main Street, 13th Floor
Salt Lake City
Utah 84111
Attention: Ruairidh Campbell, Chief Executive Officer
Phone Number: (801) 232-7395
E-mail: [email protected]
If to Sellers:
Altaf Nazerali
3001-788 Richards Street
Vancouver
British Columbia, Canada V6B 0C7
Phone Number: (360) 223-9911
E-mail: [email protected]
If to Buyer:
Alkiviades David
23768 Malibu Road
Malibu
California 90265
Phone Number: (310) 703-7575
E-mail: [email protected]
15. SURVIVAL.
All representations, warranties, covenants and agreements of the parties contained in this Agreement, or in any instrument, certificate, opinion or other writing provided for herein, shall survive the Effective Date.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
Arvana Inc.
/s/ Ruairidh Campbell
By: Ruairidh Campbell
Its: Chief Executive Officer
Altaf Nazerali
/s/ Altaf Nazerali
Altaf Nazerali, individually and on the behalf of Valor Invest Ltd., International Portfolio Management Inc, 681315 B.C. Ltd., John Baring and Raymond Wicki
Alkiviades David
/s/ Alkiviades David
Alkiviades David