Current Report Filing (8-k)
31 May 2023 - 6:31AM
Edgar (US Regulatory)
0001703073
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0001703073
2023-05-26
2023-05-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
May
26, 2023
VIVIC
CORP.
(Exact
Name of Registrant as Specified in its Charter)
| Nevada |
|
000-56198 |
|
80-0948413 |
| (State
or other jurisdiction of |
|
Commission |
|
IRS
Employer |
| Incorporation
or organization) |
|
File
Number |
|
Identification
Number |
187
E. Warm Springs Road
Las
Vegas, Nevada 89119
(Address
of Principal Executive Offices)
Registrant’s
telephone number: (702) 899 0818
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
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)) |
Securities
Registered Pursuant to Section 12(g) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of each Exchange on which Registered |
| Common
Stock, $0.001 Par Value |
|
VIVC |
|
OTCQB |
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. ☐
Item
1.01 Entry into a Material Definitive Agreement
On
May 26, 2023, Vivic Corp. (the “Company”) entered into a Debt Conversion Agreement (the “Conversion Agreement”)
with Yun-Kuang Kung (“Kung”). As of the date of the Conversion Agreement the Company was indebted to Kung for
an aggregate of $1,100,000. Pursuant to the Conversion Agreement the entire amount due Kung was converted into shares of common
stock of the Company at a conversion rate of $0.99 per share resulting in the issuance to Kung of 1,111,111 shares of the common
stock of the Company (the “Conversion Shares”).
The
issuance of the Conversion Shares was exempt from the registration requirements of the Securities Act of 1933, as amended, as Kung
is an accredited investor, as defined in Regulation D promulgated under the Securities Act, is not a U. S. Person, as defined in
Regulation S promulgated under the Securities Act and the transaction was fully negotiated and consummated outside the United States.
Item
3.02 Sale of Unregistered Equity Securities.
On
May 263, 2023, the Company issued an aggregate of 1,111,111 shares of its common stock in consideration of its release from obligations
in the aggregate amount of $1,100,000 pursuant to a Conversion Agreement with Yun-Kuang Kung. The number of shares of common stock
issued pursuant to the Conversion Agreement was based upon an agreed value for the Company’s common stock of $0.99 per share.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
Dated:
May 30, 2023
| |
VIVIC CORP. |
| |
|
|
| |
By: |
/s/
Shang-Chiai Kung |
| |
|
Shang-Chiai
Kung |
| |
|
President
and Chief Executive Officer |
Vivic (QB) (USOTC:VIVC)
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