Current Report Filing (8-k)
June 01 2022 - 10:45AM
Edgar (US Regulatory)
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0001676580
2022-05-30
2022-05-30
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 30, 2022
VISION
HYDROGEN CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-55802 |
|
47-4823945 |
(State
or Other Jurisdiction |
|
(Commission
|
|
(IRS
Employer |
of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
95
Christopher Columbus Drive, 16th
Floor, Jersey
City, NJ
07302
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (551) 298-3600
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)) |
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. ☐
Securities
registered pursuant to Section 12(b) of the Act: None
Vision
Hydrogen Corporation is referred to herein as “we”, “our, or “us”.
Item
1.01 Entry into a Material Definitive Agreement
On
May 30, 2022, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Evolution Terminals B.V., a Dutch
corporation (“EVO”), and EVO’s sole shareholder First Finance Europe Ltd., a UK company (“First Finance”),
pursuant to which we acquired EVO (the “Acquisition”) for a purchase price of $3,500,000 and 1,500,000 shares of our common
stock (the “Shares”). EVO is the owner of a 14 hectare port development project for
the storage and distribution of low carbon and renewable fuels, including hydrogen carriers such as ammonia, methanol and liquid
organics, located in Vlissingen (Flushing) at the mouth of the Westerschelde estuary in the Netherlands.
The Acquisition closed on May 31, 2022. First Finance is controlled by our Chief Executive
Officer. The transaction was considered and approved by a committee comprised of our independent directors.
The
foregoing descriptions of the Purchase Agreement and the Acquisition do not purport to be complete and are qualified in their entirety
by reference to the Purchase Agreement, a copy of which is filed with this Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets
The
information set forth in Item 1.01 is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities
The
information set forth in Item 1.01 is incorporated herein by reference. In connection with the issuance of the Shares, we relied upon
the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving
a public offering.
Item
9.01 Financial Statements and Exhibits
(a)
Financial Statements of Business Acquired.
The
financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Form 8-K within 71 calendar days of the
date on which this report is required to be filed.
(b)
Pro Forma Financial Information.
The
pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Form 8-K within 71 calendar days
of the date on which this report is required to be filed.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirement 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.
|
VISION
HYDROGEN CORPORATION |
|
|
Date:
June 1, 2022 |
By: |
/s/
Matthew Hidalgo |
|
|
Matthew
Hidalgo |
|
|
Chief
Financial Officer |
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