Current Report Filing (8-k)
August 03 2016 - 1:21PM
Edgar (US Regulatory)
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): July 29, 2016
Precious Investments, Inc.
(Exact name of registrant as specified in its charter)
Nevada
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333-119848
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90-0338080
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1101 - 21 Dundas Square
Toronto Ontario, Canada
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M5B 1B7
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
416-878-3377
___________________________________________________
(Former name or former address, if changed since
last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION 1 –
Registrant’s
Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
The information provided in Item 5.02 concerning the entry into
a material definitive agreement is incorporated by reference in this Item 1.01.
SECTION 3 – SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
The information provided in Item 5.02 concerning the issuance of
unregistered equity securities is incorporated by reference in this Item 3.02.
On July 29, 2016, we issued 1,032,065 shares of our common stock
in connection with purchase of colored diamonds and other rare gems with an approximated aggregate value of $2,595,462.
On July 29, 2016, we issued to Kashif Khan 16,166,555 shares of
our common stock from a stock grant and option exercise in connection with his employment agreement.
The issuance of the shares is exempt from registration in reliance
upon Section 4(2) and/or Regulation S of the Securities Act of 1933, as amended. Each purchaser represented to us that the purchaser
was a Non-US Person as defined in Regulation S. We did not engage in a distribution of this offering in the United States. Each
purchaser represented their intention to acquire the securities for investment only and not with a view toward distribution. All
purchasers were given adequate access to sufficient information about us to make an informed investment decision. None of the securities
were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.
SECTION 5 –
Corporate
Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers
Effective July 29, 2016, we have appointed Kashif Khan as our Chief
Executive Officer.
The employment history for Mr. Khan is set forth in our Form 8-K
filed with the Securities and Exchange Commission on August 27, 2015.
There are no family relationships between Mr. Khan and any of our
directors or executive officers.
On July 29, 2016, we entered into an employment agreement with Kashif
Khan (“Khan”) to be our Chief Executive Officer (the “Khan Agreement”). The description of the Khan Agreement
provided below is qualified in its entirety by reference to the complete terms of the Khan Agreement, a copy of which is attached
hereto as Exhibit 10.1 and incorporated by reference herein.
The following is a summary of the material terms of the Khan Agreement.
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The term commences on July 29, 2016 and ends on the earlier of (i) Khan’s death or mental or physical
disability or incapacity, (ii) Khan’s resignation or (iii) termination by the Company at any time.
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Khan’s initial annual Base Salary is $100,000.
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Khan will be eligible to earn bonus a Performance Bonus for each complete fiscal year, which will be equal
to fifty percent (10%) of his Base Salary for such fiscal year (the “Target Bonus”). The actual amount of the Performance
Bonus payable to Khan for any fiscal year may be greater than or less than the Target Bonus for such fiscal year and will be determined
by the decision of the board of directors based on the achievement of certain financial and individual performance goals to be
established annually by the board of directors.
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We will immediately grant to Khan 6,500,000 shares of our common stock.
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We will immediately grant to Khan an option to purchase 10,000,000 shares of our common stock with vesting
and strike prices set forth in the Khan Agreement.
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Khan will have the right to convert any then unpaid compensation to our common stock at a 50% discount to
the then market rate of our Common Stock based on the closing price of the prior ten days trading.
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Khan will be entitled to participate in our health and welfare benefit programs and vacation and other benefit
programs for which other employees of our company are generally eligible, subject to any eligibility requirements of such plans
and programs.
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Upon termination of Khan’s employment, she may be entitled to receive certain post-termination severance
benefits depending upon whether such termination is by the Company without Cause, in relation to a Change of Control, a resignation
by Khan for Good Reason, or by reason of Khan’s death or disability (as such terms are defined in the Khan Agreement). In
the event the Company terminates Mr. Khan’s employment without Cause or Mr. Khan elects a resignation for Good Reason, Khan
shall be entitled to receive as severance his Base Salary for a period equal to the number of complete months she has worked for
the Company, up to a maximum of three (3) months.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and 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.
Precious Investments, Inc..
/s/ Kashif Khan
Kashif Khan
Chief Operating Officer
Date: August 3, 2016
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