Common Contracts
15 similar Share Exchange Agreement contracts by H/Cell Energy Corp, Blink Technologies, Inc., China VTV LTD, others
PRO FORMA COMBINED FINANCIAL STATEMENTSShare Exchange Agreement • March 31st, 2021 • Omnia Wellness Inc. • Services-prepackaged software
On April 20, 2020, Omnia Wellness Inc. (formerly known as Glolex, Inc.; the “Company” or “we,” “us” or “our”), entered into a Share Exchange and Reorganization Agreement (the “Exchange Agreement”) with Omnia Wellness Corporation (formerly known as Bed Therapies, Inc.) (“OWC”) and the beneficial stockholders of OWC to acquire 100% of the issued and outstanding shares of capital stock of OWC. The transactions contemplated by the Exchange Agreement were consummated on January 5, 2021 and, pursuant to the terms of the Exchange Agreement, among other things, all outstanding shares of common stock of OWC, no par value, or the OWC Shares, were exchanged for shares of our common stock, par value $0.001 per share, based on the Exchange Ratio of one share of our common stock for every one OWC Share. We refer herein to the transactions contemplated by the Exchange Agreement, collectively, as the Acquisition. Accordingly, we acquired 100% of OWC in exchange for the issuance of shares of our common
Jupiter Wellness, Inc. proforma financial informationShare Exchange Agreement • February 10th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations
On November 30, 2020, Jupiter Wellness, Inc. (the “Company”), entered into and closed on a share exchange agreement (the “Exchange Agreement”) with SRM Entertainment, LTD, a Hong Kong Special Administrative Region of the People's Republic of China limited company (“SRM”) and wholly owned subsidiary of Vinco Ventures, Inc., a Nevada corporation formerly known as Edison Nation, Inc. (“Vinco”), and the shareholders of SRM set forth in the Exchange Agreement (the “SRM Shareholders”), pursuant to which the Company acquired 100% of the shares of SRM’s common stock (the “SRM Common Stock”) from the SRM Shareholders in exchange for 200,000 shares of the Company’s common stock, subject to a leak out provision. As a result of the Exchange Agreement, SRM became a wholly-owned subsidiary of the Company.
CHINA VTV LIMITED AND SUBSIDIARY UNAUDITED PRO FORMA FINANCIAL INFORMATIONShare Exchange Agreement • May 8th, 2019 • China VTV LTD • Retail-family clothing stores
On March 15, 2019, China VTV Limited, a Nevada corporation (the “Company”), entered into a share purchase/ exchange agreement (the “Share Exchange Agreement”) with China VTV Ltd. (the “Target”), pursuant to which the Company agreed to issue on the Closing Date (defined in the Share Exchange Agreement) an aggregate of 110,550,000 shares of its common stock (the “Common Stock”) to all of the shareholders of the Target in prorated amounts in exchange for all of the issued and outstanding equity interests in the Target Company. Reference is made to Item 1.01 of a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “Commission”) on March 21, 2019 and a related transaction (the “Reverse Merger”) for a description of the Share Exchange Agreement.
Description of TransactionShare Exchange Agreement • February 12th, 2019 • Love International Group, Inc. • Retail-miscellaneous retail
On February 11, 2019, we entered into a share exchange agreement, or the Share Exchange Agreement, with by and among us, Lovego Holdings Limited, a corporation organized under the laws of the Cayman Islands (“Lovego Holdings”), Lovego Hong Kong Limited, a Hong Kong corporation, Shanghai Lepan Business Information Consulting Co., Ltd., a corporation organized under the laws of the Peoples Republic of China (“PRC”), Shenzhen Qianhai Lefu E-Commerce Co., Ltd., a PRC corporation and Shanghai Lefu E-Commerce Co., Ltd., a PRC corporation and the shareholders of Lovego Holdings (the “Shareholders”). Pursuant to the Share Exchange Agreement, the Shareholders transferred all of the shares of the capital stock of Lovego Holdings held by them, constituting all of the issued and outstanding stock of Lovego Holdings, in exchange for 710,666,640 newly issued shares of our Common Stock, par value $.0001 per share, that constituted approximately 71% of our issued and outstanding capital stock on a ful
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATIONShare Exchange Agreement • June 29th, 2018 • Ozop Surgical Corp. • Services-miscellaneous amusement & recreation
On April 13, 2018, Ozop Surgical Corp (formerly known as Newmarkt Corp.), a Nevada corporation (the “Company”), entered into a Share Exchange Agreement (the “Exchange Agreement”) with Ozop Surgical, Inc., a Delaware corporation ("OZOP"), the shareholders of OZOP (the “OZOP Shareholders”) and Denis Razvodovskij, the holder of 2,000,000 shares of the Company’s common stock. Pursuant to the terms of the Exchange Agreement, the OZOP Shareholders transferred and exchanged 100% of the capital stock of OZOP in exchange for an aggregate of 25,000,000 newly issued shares of the Company’s common stock. After giving effect to the redemption of 2,000,000 shares of our common stock pursuant to a Redemption Agreement and the issuance of 25,000,000 shares of our common stock pursuant to the Exchange Agreement, we had 25,797,500 shares of common stock issued and outstanding, with the OZOP Shareholders, as a group, owning 96.9% of such shares. Our executive officers and directors, as a group, own 19,90
ContractShare Exchange Agreement • June 19th, 2018 • H/Cell Energy Corp • Construction - special trade contractors
On February 1, 2018 (the “Closing Date”), H/Cell Energy Corporation (“the Company”) entered into a share exchange agreement (the “Exchange Agreement”) by and among the Company, PVBJ Inc., (“PVBJ”), and Benis Holdings LLC, the sole shareholder of PVBJ.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONShare Exchange Agreement • October 10th, 2017 • FingerMotion, Inc. • Services-prepackaged software
Effective July 13, 2017 (the “Closing Date”), Finger Motion, Inc., formerly Property Management Corporation of America (the “Company”) entered into that certain Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, Finger Motion Company Limited, a Hong Kong corporation (“FMCL”) and certain shareholders of FMCL (the “FMCL Shareholders”). Pursuant to the Share Exchange Agreement, the Company agreed to exchange the outstanding equity stock of FMCL held by the FMCL Shareholders for shares of common stock of the Company. At the Closing Date, the Company issued approximately 12,000,000 shares of common stock to the FMCL shareholders. In addition, the Company issued 600,000 shares to other consultants in connection with the transactions contemplated by the Share Exchange Agreement.
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONShare Exchange Agreement • April 18th, 2017 • H/Cell Energy Corp • Miscellaneous electrical machinery, equipment & supplies
On January 31, 2017 (the “Closing Date”), we entered into a share exchange agreement (the “Exchange Agreement”) by and among us, The Pride Group (QLD) Pty Ltd., an Australian corporation (“Pride”), Turquino Equity LLC (“Turquino”) and Stephen Paul Mullane and Marie Louise Mullane as Trustees of the Mullane Family Trust (the “Mullane Trust” and together with Turquino, the “Pride Shareholders”). Andrew Hidalgo and Matthew Hidalgo, our Chief Executive Officer and Chief Financial Officer, respectively, are each a managing partner of Turquino.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTSShare Exchange Agreement • January 12th, 2016 • Signal Bay, Inc. • Services-miscellaneous repair services
On September 17, 2015 Signal Bay, Inc. ("SGBY" or the "Company") entered into a Share Exchange Agreement (the "Agreement") by and among the Company and CR Labs, Inc. ("CRLB") for eighty percent of the common stock of CR. Labs, Inc. ("CRLB").
PRO FORMA FINANCIAL INFORMATIONShare Exchange Agreement • May 26th, 2015 • Multimedia Platforms Inc. • Services-prepackaged software
On January 9, 2015, Multimedia Platforms, Inc. (formerly Sports Media Entertainment Corp.) (the “Company”, “Registrant” and “Legal Acquirer”) entered into a Share Exchange Agreement (the “Merger”), between and among the Company and Multimedia Platforms, LLC, a Florida Limited Liability Corporation (“Accounting Acquirer”), all the members of MMP LLC (the "Members"), Harrison Holdings, LLC and Amalfi Coast Capital (collectively, the "Debt Holders"). Pursuant to the Merger, the Registrant was (i) to issue to the Debt Holders a total of 4,000,000 shares of Series B Convertible Preferred stock in exchange for all the indebtedness of the Company totaling approximately $688,138 as of December 31, 2014; issue (ii) 21,320,832 shares of restricted common stock and (iii) 34,390,199 shares of Series A Convertible Preferred stock (collectively, the “Merger Shares”) to the Members in exchange for 100% of the Members interest in MMP LLC. The Merger Shares were adjusted such that 30,748,969 shares of
Pro forma financial informationShare Exchange Agreement • November 13th, 2014 • Blink Technologies, Inc. • Services-computer processing & data preparation
On February 10, 2014, the Company (fka ePunk, Inc.) (the "Legal Acquirer") entered into a Share Exchange Agreement ("Merger") with Blink Technologies, Inc., ("Blink Technologies", “Accounting Acquirer”) whereby the Company issued 24,000,000 shares of common stock representing 54.98% of the post-closing issued and outstanding shares in exchange for all 75,000,000 issued and outstanding common shares of Blink Technologies. As a result, the Company (i) became the 100% parent of Blink Technologies; (ii) assumed the operations of Blink Technologies; (iii) changed its name from ePunk, Inc. to Blink Technologies, Inc.; (iv) dissolved the original Blink Technologies, Inc. Nevada entity; and (v) experienced a change in control. The terms and conditions of the Merger give rise to reverse merger accounting whereby Blink Technologies is deemed the acquirer for accounting purposes. Consequently, the assets and liabilities and the historical operations of Blink Technologies prior to the Merger are r
ContractShare Exchange Agreement • April 8th, 2014 • Vaporin, Inc. • Retail-eating places
On January 24, 2014, Vaporin, Inc. (formerly known as Valor Gold Corp.) (the “Company”) entered into a Share Exchange Agreement with Vaporin Florida, Inc. (“Vaporin Florida”). Pursuant to the Agreement, all of the issued and outstanding common stock of Vaporin Florida were exchanged for an aggregate of 35 million shares of the Company’s common stock. Additionally, 1,000 shares of Vaporin Florida’s Series A Preferred Stock was exchanged for 100,000 shares of Series C Preferred Stock. The completion of the Share Exchange resulted in a change of control. The Share Exchange was accounted for as a reverse acquisition and re-capitalization, whereas Vaporin Florida is deemed the accounting acquirer and Vaporin, Inc. the legal acquirer.
Unaudited Pro Forma Condensed Combined Financial DataShare Exchange Agreement • June 14th, 2013 • Life Nutrition Products, Inc • Services-engineering, accounting, research, management
On April 12, 2013, Life Nutrition Products, Inc. (the “Registrant”), a Delaware corporation was entered into a Share Exchange Agreement (the “Exchange Agreement”) with Almonds Kisses Limited (“Almonds Kisses”), a corporation incorporated under the laws of the British Virgin Islands, and the shareholders of Almonds Kisses (the “Shareholders”). Prior to the share exchange, Almonds Kisses’s issued 50,000 shares with par value of $1.00 to former shareholders of the Company and the Company held issued and outstanding of 4,095,000 shares with par value of $0.0001. There shall be a total of 2,000,000 shares out of the 4,095,000 shares of common stock sold to individual shareholders at a selling price of $0.1 per share, receiving a total of $200,000. Pursuant to the terms of the Exchange Agreement, the Company would issue an additional of 20,905,000 shares of common stock, thus there shall be a total of 25,000,000 shares of common stock issued and outstanding. The shareholders of Almonds Kisse
VANITY EVENT HOLDINGS, INC. Unaudited Pro Forma Condensed Combined Financial StatementsShare Exchange Agreement • March 11th, 2011 • Vanity Events Holding, Inc. • Patent owners & lessors
On December 31, 2010, Vanity Event Holdings, Inc. (“Vanity” or the “Company”) entered into a share exchange agreement (“Exchange Agreement”) by and among the Company, Shogun Energy, Inc., a South Dakota corporation (“Shogun”), Shawn Knapp, the principal shareholder of Shogun (the “Principal Shareholder”) and the other shareholders of Shogun (the “Shogun Shareholders” and collectively with the Principal Shareholder, the “Shareholders”). Pursuant to the terms of the Exchange Agreement, the Shareholders exchanged an aggregate of 100% of the issued and outstanding shares of capital stock of Shogun in exchange for 500,000 shares of the Company’s series A preferred stock (the “Exchange”). Each share of series A preferred stock shall be entitled to 1,604 votes per share and shall be convertible into 1,604 shares of the Company’s common stock. Upon filing an amendment to the Company’s certificate of incorporation to increase the number of shares of authorized common stock so that there is an a
TRADESHOWS PRODUCTS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATIONShare Exchange Agreement • December 6th, 2007 • Tradeshow Products, Inc. • Wholesale-miscellaneous nondurable goods
On December 3, 2007, TradeShow Products, Inc (“The Company”) entered into an Agreement and Plan of Reorganization (the “Plan of Reorganization”) with Focus Views, Inc. (“Focus Views”), a Delaware corporation and each of the shareholders of Focus Views (the “Focus Views Shareholders”). The closing of the transaction took place on December 3, 2007 (the “Closing Date”) and resulted in the acquisition of Focus Views (the “Acquisition”). Pursuant to the terms of the Plan of Reorganization, The Company acquired all of the outstanding capital stock and ownership interests of Focus Views (the “Interests”) from the Focus Views Shareholders for an aggregate of 79,000,000 shares, or 79% of the Company’s common stock.
