8-K
Elvictor Group, Inc. (ELVG)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported) January
13, 2023
| Elvictor Group, Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 333-225239 | 82-3296328 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
Vassileos Constantinou 79
Vari, 16672, Attiki, Greece
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code
646-491-6601
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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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 (§230.405 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. ☐
Elvictor Group, Inc. is referenced herein as “we”, “our”, “us”, or the “Company”
Item 8.01 Other Events
On January 12, 2023, our Board of Directors approved our Code of Ethics and Insider Trading Policies, which are filed herewith as Exhibits 99.1 and 99.2. We will post on our website at www.elvictorgroup.com our Code of Ethics and Insider Trading Policies.
Item 9.01 Financial Statements and Exhibits
The exhibits listed below are filed or furnished herewith.
| Exhibit Number | Description |
|---|---|
| 99.1 | Code of Ethics* |
| 99.2 | Insider Trading Policies* |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
| * | Filed herewith. |
| --- | --- |
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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.
| Elvictor Group, Inc. | |||
|---|---|---|---|
| Date: January 13, 2023 | By: | /s/<br> Konstantinos Galanakis | |
| Name: | Konstantinos<br> Galanakis | ||
| Title: | Chief Executive Officer |
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Exhibit 99.1
CODE OF ETHICS
Compliance With Law
All employees, officers and directors of the Company should respect and comply with all of the laws, rules and regulations of the U.S. and other countries, and the states, counties, cities and other jurisdictions, in which the Company conducts its business or the laws, rules and regulations which are applicable to the Company, including the Sarbanes-Oxley Act of 2002 and all applicable rules and regulations of the Securities & Exchange Commission. Such legal compliance should include, without limitation, compliance with the “insider trading” prohibitions of the federal securities laws applicable to the Company and its employees, officers and directors. Generally, employees, officers and directors who have access to or knowledge of confidential or non-public information from or about the Company are not permitted to buy, sell or otherwise trade in the Company’s securities, whether or not they are using or relying upon that information. This restriction extends to sharing or tipping others about such information; especially since the individuals receiving such information might utilize such information to trade in the Company’s securities.
Conflicts of Interest
All employees, officers and directors of the Company should be scrupulous in avoiding a conflict of interest with regard to the Company’s interests. A “conflict of interest” exists whenever an individual’s private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or Board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company, whether received from the Company or a third party. Loans to, or guarantees of obligations of, employees, officers and directors and their respective family members may create conflicts of interest. Federal law prohibits loans to directors and executive officers made after July 30, 2002. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with the Company’s legal counsel. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of the Company’s Chief Executive Officer.
Corporate Opportunities
Employees, officers and directors are prohibited from (a) taking for themselves personal opportunities that properly belong to the Company or are discovered through the use of corporate property, information or position; (b) using corporate property, information or position for personal gain; and (c) competing with the Company. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
Confidentiality
Employees, officers and directors of the Company must maintain the confidentiality of confidential information entrusted to them by the Company or its suppliers or customers, except when disclosure is authorized by senior management or required by laws, regulations or legal proceedings. Whenever feasible, employees, officers and directors should consult legal counsel if they believe they have a legal obligation to disclose confidential information. Confidential information includes all non-public information that might be of use to competitors of the Company, or harmful to the Company or its customers if disclosed.
Fair Dealing
Each employee, officer and director should endeavor to deal fairly with the Company’s customers, suppliers, competitors, officers and employees. None should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. We seek to deal with our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited.
Protection and Proper Use of Company Assets
All employees, officers and directors should protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. All Company assets should be used for legitimate business purposes.
Accurate Books and Records
All transactions by or on behalf of the Company shall be accurately reflected on its books and in its records.
Accounting Complaints
The Company’s policy is to comply with all financial reporting and accounting regulations applicable to the Company. If any employee, officer or director of the Company has concerns or complaints regarding questionable accounting or auditing matters of the Company, then he or she is encouraged to submit those concerns or complaints to the Board of Directors.
Reporting Any Illegal or Unethical Behavior
Employees are encouraged to talk to supervisors, managers, officers or other appropriate personnel about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation. Employees, officers and directors who are concerned that violations of this Code or that other illegal or unethical conduct by employees, officers or directors of the Company have occurred or may occur should either contact their supervisor or superiors. If they do not believe it appropriate or are not comfortable approaching their supervisors or superiors about their concerns or complaints, then they may contact the company’s legal counsel. Legal counsel for the Company is not an employee of the Company, and owes a fiduciary duty to the Company as its client, and not any one of its officers, directors or employees. If any employee, officer or director’s concerns or complaints require confidentiality, including keeping his or her identity anonymous, then this confidentiality will be protected, subject to applicable law, regulation or legal proceedings.
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No Retaliation
The Company will not permit retaliation of any kind by or on behalf of the Company and its employees, officers and directors against good faith reports or complaints of violations of this Code or other illegal or unethical conduct.
Public Company Reporting
As a public company, the Company’s filings with the Securities and Exchange Commission must be truthful, accurate and timely. Depending on his or her position with the Company, an employee, officer or director may be called upon to provide necessary information to assure that the Company’s public reports are complete, fair and understandable. The Company expects employees, officers and directors to take this responsibility very seriously and to provide prompt accurate answers to inquiries related to the Company’s public disclosure requirements.
Document Retention
Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation please consult the Company’s legal counsel.
Penalties for Failure to Adhere to Code ofEthics
Any employee who ignores or violates this Code and any supervisor or superior who penalized a subordinate for attempting in good faith to comply with this Code, including for reporting suspected violations of this Code, will be subject to disciplinary action by the Company, including immediate dismissal.
Amendment/Modification
This Code may be amended, modified or waived by the Company’s Board of Directors.
ACKNOWLEDGED AND UNDERSTOOD ON ____ __, 2023
| NAME OF OFFICER, DIRECTOR, EMPLOYEE |
|---|
| SIGNATURE |
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Exhibit 99.2
INSIDER TRADING POLICIES
RELATING TO INSIDER TRADING IN COMPANY SECURITIESAND CONFIDENTIALITY OF INFORMATION
| To: | Board of Directors and Officers of Elvictor Group, Inc. (the<br>“Company”) |
|---|
From: Chief Executive Officer of the Company
The Board of Directors has adopted the following Policy which applies to all personnel (including directors and officers) of the Company arising from our legal and ethical responsibilities as a public traded company.
Federal and state securities laws prohibit the purchase or sale of a company’s securities by anyone who is aware of material information about that company that is not generally known or available to the public. These laws also prohibit anyone who is aware of material nonpublic information from disclosing this information to third parties except in the necessary course of business. Companies and their controlling persons may also be subject to liability if they fail to take reasonable steps to prevent insider trading by company personnel.
1.Prohibition Against Trading on Undisclosed Material Information
You and any other person in possession of material non-public information are prohibited from engaging in any transaction in the Company’s securities while aware of material non-public information about the Company. It makes no difference whether or not you relied upon or used material non-public information in deciding to trade – if you are aware of material non-public information about the Company, the prohibition applies. This prohibition extends to trades of the Company’s securities in which you have any “beneficial” or other interest, or over which you exercise investment control, including:
| ● | transactions in the Company’s securities held in joint<br>accounts or accounts of persons or entities controlled directly or indirectly by you; |
|---|---|
| ● | transactions in the Company’s securities for which you<br>act as trustee, executor or custodian; and |
| --- | --- |
| ● | transactions in any other account or investment involving in<br>any way any the Company’s securities over which you exercise any direct or indirect control. |
| --- | --- |
Specifically, if you are aware of material information relating to the Company which has not yet been available to the public for at least two full days (often called “inside information”), you are prohibited from engaging in any transaction in the Company’s securities, directly or indirectly, and from disclosing such information to any other persons, except in the necessary course of business. The restrictive periods pertinent to trading appear below. Any information, positive or negative, is “material” if it might be of significance to an investor in determining whether to purchase, sell or hold our securities or if it could materially affect the market price or value of our securities. Information may be significant for this purpose even if it would not alone determine the investor’s decision. Examples include a potential business acquisition, internal information about revenues, earnings or other aspects of financial performance that departs in any way from what the market would expect based upon prior disclosures, important business developments, or an important transaction. We emphasize that these examples are merely illustrative.
Release of information to the media does not immediately mean the information has become publicly available. Information is available to the public only when it has been released broadly to the marketplace (such as by a press release or an otcmarkets.com filing) and the investing public has had time to absorb and evaluate it. We do not consider information about the Company to be public until at least two full trading days have passed following its formal release to the market. Once material information is publicly announced, trading can occur after a lapse of two full trading days. Therefore, if an announcement is made before the commencement of trading on a Monday, an officer may trade in the Company’s stock or other securities starting on the Wednesday of that week, because two full trading days would have elapsed by then (all of Monday and Tuesday). If the announcement is made on Monday after trading begins, employees may not trade in the Company’s stock or other securities until Thursday.
The above prohibition against trading on inside information generally reflects the requirements of law as well as the Company’s Policy. As fully discussed below, a breach of this Policy will likely also constitute a serious legal violation.
2.Restricted Periods
In addition to the limitations set forth in Section 1 above, “Restricted Personnel” are not permitted to trade any Company securities during a “Restricted Period”. “Restricted Personnel” are those individuals who are at an enhanced risk of possessing inside information. This group includes all members of the Company’s Board of Directors. “Restricted Personnel” are not permitted to trade any securities of the Company during periods that begin 10 trading days prior to the end of each of the Company’s fiscal quarters (including its fiscal year end) and ending ten full trading days after the financial results for each quarter, or with respect to the fourth quarter for the full year, have been announced publicly (a “Restricted Period”).
- Tipping
Improper disclosure of non-public information to another person, whether or not the person engages in a transaction in the stock (so-called “tipping”), is also a serious legal offense by the tipper and a violation of the terms of this Policy. If you disclose information about our Company, or information about any other public company that you acquire in connection with your employment with our Company, you may be fully responsible legally for the trading of the person receiving the information from you (your “tippee”) and even persons who receive the information directly or indirectly from your tippee. Accordingly, in addition to your general obligations to maintain confidentiality of information obtained through your employment and to refrain from trading while in possession of such information, you must take utmost care not to discuss confidential or non-public information with family members, friends or others.
- Consequence of Violation
The Company considers strict compliance with this Policy to be a matter of utmost importance. We would consider any violation of this Policy by an employee as a threat to our reputation. Violation of this Policy could cause extreme embarrassment and possible legal liability to you and the Company. Knowing or willful violations of the letter or spirit of this Policy will be grounds for immediate dismissal from the Company, whether or not your failure to comply with this policy results in a violation of law. Violation of the insider trading laws and this Policy might expose the violator to severe criminal penalties as well as civil liability to any person injured by the violation. For example, under U.S. securities laws, individuals may be subject to imprisonment for up to 20 years, criminal fines of up to $5 million and civil fines of up to three times the profit gained or loss avoided, as well as the attorneys’ fees of the persons injured.
ACKNOWLEDGED AND UNDERSTOOD ON __, 2023
| NAME OF OFFICER, DIRECTOR, EMPLOYEE |
|---|
| SIGNATURE |