Current Report Filing (8-k)
02 November 2019 - 1:30AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
|
|
|
Date
of Report (Date of earliest event reported):
|
October 29, 2019
|
|
|
Video River Networks, Inc.
(Exact name of registrant
as specified in its charter)
Nevada
|
File Number: 0-30786
|
87-0627349
|
(State of incorporation)
|
(Commission File Number)
|
(IRS
Employer Identification No.)
|
370 Amapola Ave., Suite 200A,
Torrance, CA 90501
|
(Address of principal executive
offices) (Zip Code)
|
(310) 895-1839
|
(Registrant’s telephone number,
including area code)
|
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
|
|
Item
3.02
|
Unregistered Sales of Equity Securities
|
On
October
29, 2019, the company sold one (1) Special 2019 series A preferred share (one
preferred share is convertible 150,000,000 share of common stocks) of the
company for an agreed upon purchase price to Community Economic Development
Capital LLC, a California limited liability company. The Special preferred
share controls 60% of the company’s total voting rights. The issuance of the
preferred share to Community Economic Development Capital LLC gave to Community
Economic Development Capital LLC, the controlling vote to control and dominate
the affairs of the company going forward.
The issuance of shares to Community
Economic Development Capital LLC was completed in reliance on Rule 506 of
Regulation D of the Securities Act of 1933, recognizing that these parties were
all accredited investors, as defined under Rule 501 of Regulation D of the
Securities Act of 1933. All securities issued were issued as restricted
securities and were endorsed with a restrictive legend confirming that the
securities could not be resold without registration under the Securities Act of
1933 or an applicable exemption from the registration requirements of the
Securities Act of 1933. No general solicitation or general advertising was
conducted in connection with the sales of the shares.
The subscription agreement executed
between us and Community
Economic Development Capital LLC included statements that the securities
had not been registered pursuant to the Securities Act of 1933 and
that the securities may not be offered or sold in the United States unless the
securities are registered under the Securities Act of 1933 or
pursuant to an exemption from the Securities Act of 1933. Community
Economic Development Capital LLC agreed by execution of the subscription
agreement for the shares: (i) to resell the securities purchased only in
accordance with the provisions of Regulation S, pursuant to registration under
the Securities Act of 1933 or pursuant to an exemption from
registration under the Securities Act of 1933; (ii) that we are required
to refuse to register any sale of the securities purchased unless the transfer
is in accordance with the provisions of Regulation S, pursuant to registration
under the Securities Act of 1933 or pursuant to an exemption from registration
under the Securities Act of 1933; and (iii) not to engage in hedging
transactions with regards to the securities purchased unless in compliance with
the Securities Act of 1933. All securities issued were endorsed with a
restrictive legend confirming that the securities had been issued pursuant to
Regulation S of the Securities Act of 1933 and could not be resold
without registration under the Securities Act of 1933 or an
applicable exemption from the registration requirements of the Securities
Act of 1933.
|
|
Item
5.01
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
|
On October 29, 2019,
the company sold one (1) Special 2019 series A preferred share (one preferred
share is convertible 150,000,000 share of common stocks) of the company for an
agreed upon purchase price to Community Economic Development Capital LLC, a
California limited liability company.
The issuance of the preferred shares to Community
Economic Development Capital LLC.; therefore, give to Community Economic
Development Capital LLC, the controlling vote to control and dominate the
affairs of the company going forward.
As a
result of the Securities Sales Agreement, all the former officers of company
resigned their appointments. The Company has appointed Mr. Frank I Igwealor as
the Company's Chief Executive Officer, Chief Financial Officer and Chairman of
the Board of Directors effective October 29, 2019.
Mr.
Igwealor and Ms. Patience C Ogbozor have also been elected as new directors of
the Company. The changes to the board of directors of the Company will not be
effective until at least ten days after an Information Statement is mailed or
delivered to all of the Company's shareholders in compliance with Section 14(f)
of the Securities Exchange Act of 1934, as amended, and Rule 14f-1 thereunder.
The
parties were arms-length at the time of entering into the transaction. There
was no relationship between the Company and Community Economic
Development Capital LLC or any affiliate, director,
officer, or associate of the Company.
Item 5.02
|
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
|
On October 29, 2019, the company
announced certain officer changes that will be effective immediately. Mr. Frank
I Igwealor, JD, CPA, CMA, CFM was elected the President and Chief Executive
Officer, Chief Financial Officer, and Company Secretary of the company.
There are no arrangements or
understandings between Mr. Igwealor and any other persons pursuant to which he
was selected to serve in his new position. There are no transactions in which
Mr. Igwealor has an interest requiring disclosure pursuant to Item 404(a) of
Regulation S-K.
Mr. Igwealor will become a party to
employment agreements with the company, which will provide for a base salary,
subject to adjustment, and participation in our cash incentive plan and other
employee benefit plans. The agreements would prohibit the executives from
competing with the company for a period of 12 months after termination of
employment. The agreements may be terminated without cause by either party on
12 months’ notice, during which period the executives are entitled to full
compensation under the agreements, including payment of base salary, target
cash incentive, and continuation of benefits.
SIGNATURE
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.
Video River
Networks, Inc.
Dated:
|
October
31, 2019 By:
|
/s/
Frank I Igwealor
|
|
|
Frank
I Igwealor, CPA, JD, CMA, CFM
|
|
|
President
and CEO
|
Video River Networks (PK) (USOTC:NIHK)
Historical Stock Chart
From Jan 2025 to Feb 2025
Video River Networks (PK) (USOTC:NIHK)
Historical Stock Chart
From Feb 2024 to Feb 2025