World Health Energy Holdings, Inc 8-K, filed Jun 28, 2022
World Health Energy Holdings, Inc. (WHEN)
About this 8-K
World Health Energy Holdings, Inc filed this 8-K on June 28, 2022, reporting on events of June 22, 2022.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 3.02: Unregistered sale of equity
UNITED
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT
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Item 1.01 Entry into a Material Definitive Agreement
The disclosures set forth in Item and 2.01 of this Current Report on Form 8-K are incorporated herein by reference
Item 2.01 Completion of Acquisition or Disposition of Assets
On June 22, 2022, World Health Energy Holdings, Inc., (the “Company” or “WHEN”) completed the acquisition of a 26% equity interest in CrossMobile S.P.Zoo, a company formed under the laws of Poland (“CrossMobile”). As previously disclosed, on March 22, 2022 the Company, CrossMobile and the shareholders of CrossMobile entered into an Investment Agreement (the “Agreement”) pursuant to which the Company is to purchase 26% of the outstanding common share capital of CrossMobile on a fully diluted basis, in consideration of the issuance by the Company to CrossMobile of 10,000,000,000 restricted shares of Company common stock (the “Initial Investment”). Prior to the closing, Mr. Giora Rosenzweig, the Company CEO, held 40.67% and Mr. George Baumeohl, a director, held 3.33%, of the issued preferred share capital of CrossMobile), entered into an Investment Agreement (the “Agreement”)
CrossMobile is a licensed telecom mobile virtual network operator (“MVNO”) in Poland, providing the necessary licenses and key infrastructure in the EU. With its involvement in CrossMobile, the Company expects to provide advanced telecom, cybersecurity solutions and other next-generation value-added services to CrossMobile’s future product offerings.
Through December 22, 2024, the Company has the option to purchase additional shares of CrossMobile, such that following such additional purchase, the Company would hold approximately 51% of CrossMobile’s outstanding share capital on a fully diluted basis. In the event the Company elects to exercise the option, the Company shall issue such number of restricted shares of common stock of the Company calculated based on pre-money valuation of CrossMobile as determined by an independent appraiser agreed between the Company and CrossMobile.
Following the closing of the Initial Investment, Ms. Gaya Rozensweig, a Company director, was appointed to the CrossMobile board of directors.
Item 3.02 Unregistered Sales of Equity Securities
The disclosures set forth above in Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference.
The foregoing issuance of the Shares were made in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), in reliance upon exemptions from the registration requirements of the Act in transactions not involving a public offering, including, but not limited to the exemption provided pursuant to Rule 506(b) of Regulation D, as promulgated by the Securities and Exchange Commission under the Act for offers and sales of restricted securities in a private, non-public transactions.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| By: | /s/ Giora Rozensweig | |
| June 28, 2022 | Chief Executive Officer |