Amended Current Report Filing (8-k/a)
February 28 2018 - 5:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 30, 2017
LEGACY VENTURES INTERNATIONAL INC.
(Exact name of registrant as specified in
its charter)
Nevada
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333-199040
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30-0826318
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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1382 Valencia Ave., Suite F, Tustin,
CA 92780
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code:
(949) 260-8070
Not Applicable
(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:
☐ 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))
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. ☐
EXPLANATORY
NOTE
Legacy Ventures International,
Inc., (the “Company”) previously reported on Form 8-K, filed September 15, 2017, that effective September 11, 2017,
the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”), dated as of September 1, 2017,
by and among the Company, Nexalin Technology, Inc., a Nevada corporation (“Nexalin”) and shareholders of Nexalin holding
a majority of the issued and outstanding shares of Nexalin common stock (the “Nexalin Shareholders”). However, the
CEO of Nexalin had conditioned his approval on obtaining a super-majority approval, or the entry into the Share Exchange Agreement
by Nexalin Shareholders holding at least 2/3 of the voting shares. That approval was obtained by September 30, 2017, and as a result,
the Closing Date, as defined in the Share Exchange Agreement, was September 30, 2017, not September 11, 2017.
This Amendment No.
2 on Form 8-K/A provides the financial statements and pro forma financial information as required by Item 9.01 of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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(a)
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Financial Statements of Businesses Acquired.
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The audited financial
statements of Nexalin for the fiscal years ended June 30, 2017 and 2016 are filed hereto as Exhibit 99.1.
The unaudited financial
statements of Nexalin for the three months ended September 30, 2017 and 2016 are filed as Exhibit 99.2.
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(b)
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Pro Forma Financial Information.
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The unaudited pro forma
condensed financial statements of the Company for the twelve months ended June 30, 2017 and as of and for the three months ended
September 30, 2017, giving effect to the acquisition of Nexalin are filed hereto as Exhibit 99.3.
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.
LEGACY VENTURES INTERNATIONAL INC.
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By:
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/s/ Mark White
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Mark White
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Chief Executive Officer
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February 28, 2018
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