UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ______
Commission File Number: 000-53089
Rafina Innovations Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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30-0428006
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Kintyre House, 209 Govan Road, Glasgow Scotland G51 1HJ
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(Address of principal executive office)
Registrant's telephone number, including area code:
+44 141 370 0321
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
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No
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
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No
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Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
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No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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Emerging growth company
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☒
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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. Yes
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No
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
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No
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The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant as at June 29, 2018 (the last business day of the registrant's most recently completed second quarter), was approximately $4,903,852 based on the $2.00 per share which was the last selling price of the Company's common stock, assuming solely for the purpose of this calculation that all directors, officers and greater than 10% stockholders of the registrant are affiliates. The determination of affiliate status for this purpose is not necessarily conclusive for any other purpose.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
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15,719,681 shares of common stock issued and outstanding as of May 15, 2019
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DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this "Amendment") of Rafina Innovations Inc. for the fiscal year ended December 31, 2018 is being filed for the sole purpose of furnishing Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
This Amendment to the Form 10-K speaks as of the original filing date of the Form 10-K (the "Filing Date"), does not reflect events which may have occured subseqeuent to the Filing Date, and other than as set out above, does not modify or update in any way disclosures included in the original Form 10-K as filed on May 16, 2019.
TABLE OF CONTENTS
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Page
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PART I
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Item 1
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Business
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2
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Item 1A
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Risk Factors
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24
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Item 1B
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Unresolved Unresolved Staff Comments
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24
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Item 2
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Properties
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24
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Item 3
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Legal Proceedings
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25
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Item 4
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Mine Safety Disclosures
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25
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PART II
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Item 5
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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26
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Item 6
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Selected Financial Data
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27
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Item 7
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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27
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Item 7A
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Quantitative and Qualitative Disclosures About Market Risk
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30
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Item 8
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Financial Statements and Supplementary Data
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F-1
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Item 9
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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31
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Item 9A
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Controls and Procedures
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31
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Item 9B
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Other Information
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32
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PART III
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Item 10
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Directors, Executive Officers and Corporate Governance
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33
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Item 11
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Executive Compensation
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35
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Item 12
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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37
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Item 13
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Certain Relationships and Related Transactions, and Director Independence
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39
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Item 14
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Principal Accounting Fees and Services
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42
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PART IV
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Item 15
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Exhibits, Financial Statement Schedules
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44
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SIGNATURES
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45
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibits:
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Description
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3.1.1
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Articles of Incorporation
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Incorporated by reference to our Registration Statement filed with the SEC on Form SB-2 dated June 29, 2007.
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3.1.2
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Certificate of Amendment to the Articles of Incorporation
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Incorporated by reference to our Definitive 14C filed with the SEC on December 27, 2013
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3.1.3
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Certificate of Amendment to the Articles of Incorporation
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Incorporated by reference to our Definitive 14C filed with the SEC on March 3, 2014
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3.1.4
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Certificate of Change to the Articles of Incorporation
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Incorporated by reference to our Form 8-K filed with the SEC on August 7, 2015
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3.2
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Bylaws
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Incorporated by reference to our Registration Statement filed with the SEC on Form SB-2/A dated October 11, 2007.
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4.1
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Certificate of Designation
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Incorporated by reference to our Definitive 14C filed with the SEC on December 27, 2013
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10.1
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Acquisition Agreement between HCi VioCare Technologies Limited and Christos Kapatos dated February 2, 2014
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Incorporated by reference to our Form 8-K filed with the SEC on February 14, 2014.
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10.2
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Acquisition Agreement between HCi VioCare Technologies Limited and Dr. Christos Kapatos dated April 16, 2014
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Incorporated by reference to our Form 8-K filed with the SEC on May 6, 2014
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10.3
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Form of Advisory Board Agreement
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Incorporated by reference to our Form 8-K filed with the SEC on May 6, 2014
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10.4
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The Amendment of Acquisition Agreement between HCi VioCare Technologies Limited and Dr. Christos Kapatos dated May 8, 2015
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Incorporated by reference to our Form 8-K filed with the SEC on May 13, 2015
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14.1
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Code of Ethics
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Incorporated by reference to the registration statement filed with the SEC on Form 10-K dated April 6, 2009.
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21
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List of subsidiaries
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- HCi Viocare Clinics UK Limited
- HCi Viocare Technologies UK Limited
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31.1
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Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Filed herewith
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31.2
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Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Filed herewith
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32.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Filed herewith
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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Filed herewith
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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Filed herewith
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101.INS
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XBRL Instance Document
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Filed herewith
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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Filed herewith
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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Filed herewith
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101.SCH
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XBRL Taxonomy Extension Schema
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Filed herewith
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Rafina Innovations Inc.
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Date:
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May 20, 2019
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By:
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/s/
Constantinos Zertalis
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Name:
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Constantinos Zertalis
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Title:
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Chief Executive Officer and President (Principal Executive Officer)
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Date:
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May 20, 2019
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By:
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/s/ P
araskevi Pylarinou
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Name:
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Paraskevi Pylarinou
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Title:
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Director, Secretary and CFO (Principal Financial Officer and Principal Accounting Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date:
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May 20, 2019
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By:
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/s/ Constantinos Zertalis
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Name:
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Constantinos Zertalis
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Title:
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President, Chief Executive Officer, Chief Financial Officer, and Director (Principal Executive Officer))
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Date:
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May 20, 2019
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By:
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/s/
P
araskevi Pylarinou
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Name:
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Paraskevi Pylarinou
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Title:
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Director, Secretary and CFO (Principal Financial Officer and Principal Accounting Officer)
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Date:
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May 20, 2019
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By:
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/s/ Yiannis Levantis
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Name:
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Yiannis Levantis
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Title:
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Director
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Date:
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May 20, 2019
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By:
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/s/Georgios Thrapsaniotis
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Name:
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Georgios Thrapsaniotis
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Title:
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Director and Treasurer
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