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): February 19, 2015
PAN
GLOBAL, CORP.
(Exact
name of registrant as specified in its charter)
Nevada |
|
333-167130 |
|
27-2473958 |
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
of incorporation) |
|
File Number) |
|
Identification No.) |
123
W. Nye Lane, Suite 455
Carson
City, Nevada |
|
89706 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (888) 983-1623
N/A
(Former
name or former address, if changed since last report.)
With
a copy to:
Philip
Magri, Esq.
Magri
Law, LLC
2642
NE 9th Avenue
Fort
Lauderdale, FL 33334
T:
(646) 502-5900
F:
(646) 826-9200
pmagri@magrilaw.com
www.SEClawyerFL.com
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))
Item
1.01 Entry into a Material Definitive Agreement.
Assignment
and Assumption Agreement
On
February 19, 2015, Pan Global, Corp., a Nevada corporation (the “Company”), through its wholly-owned subsidiary, Pan
Asia Infratech, Corp., a Nevada corporation (“Pan Asia”), entered into an Assignment and Assumption Agreement, dated
February 19, 2015 (the “Assignment Agreement”), with P2 Solar, Inc., a Delaware corporation (“P2 Solar”).
Pursuant
to the Assignment Agreement, the Company assigned to P2 Solar all of the Company’s right, title and interest in and to the
Company’s Stock Purchase Agreement, dated October 28, 2013 (the “Purchase Agreement”), by and among Pan Asia,
Regency Yamuna Energy Limited, an India corporation (“RYEL”), and the RYEL stockholders, and the related transactions
documents, in consideration for an aggregate of 10,000 shares of Series A Preferred Stock of P2 Solar.
Under
the Purchase Agreement, the Company had agreed to purchase, in a series of tranches, 100% of the outstanding equity of RYEL in
consideration for an aggregate purchase price of 387,500,000 Indian Rupees (“Rs.”) ($6,352,459), subject to the terms
and conditions set forth in the Purchase Agreement and related documents.
As
of the date hereof, the Company has purchased, and continues to own, an aggregate of 1,965,540 common shares of RYEL, representing
approximately 9.93% of the outstanding shares of RYEL, in consideration of Rs. 28,501,780 ($463,992).
RYEL
consented to the terms and conditions of the Assignment Agreement between Pan Asia and P2 Solar.
The
Company’s decision to assign its rights and obligations under the Purchase Agreement resulted from its lack of sufficient
capital.
Item
2.01 Termination of a Material Definitive Agreement.
As
a result of the Assignment Agreement described above, the Company will not have any on-going financial or other obligations under
Purchase Agreement.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
|
|
Description |
|
|
|
10.1* |
|
Stock
Purchase Agreement, dated October 28, 2013, by and among Regency Yamuna Energy Limited, Mr. Arun Sharma, the Selling Stockholders
and Pan Asia Infratech, Corp. |
|
|
|
10.2 |
|
Assignment and Assumption Agreement,
dated February 19, 2015, by and between Pan Asia Infratech, Corp and P2 Solar, Inc. |
* Filed as an Exhibit to the Form 8-K filed by the Registrant on October 29, 2013 and incorporated by reference herein.
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 thereunto duly authorized.
|
PAN GLOBAL, CORP. |
|
|
|
Dated: February 20, 2015 |
By: |
/s/ BHARAT VASANDANI |
|
|
Bharat Vasandani |
|
|
Chairman of the Board, President, Chief Executive Officer and Chief
Financial Officer |
|
|
(Principal Executive Officer) |
|
|
(Principal Financial and Accounting Officer) |
Exhibit
10.2
ASSIGNMENT
AND ASSUMPTION AGREEMENT
This
ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”), effective as of February 19, 2015 (the “Effective
Date”), is by and between PAN ASIA INFRATECH, CORP., a Nevada corporation with its executive office located at
123 W. Nye Lane, Suite 455, Carson City, Nevada 89706 (“Assignor”), and P2 SOLAR, INC., a Delaware corporation
with its executive office located at Unit 250, 2411 – 160 Street, Surrey, British Columbia, Canada, V3S 0C8 (“Assignee”).
WHEREAS,
Assignor has entered into that certain Stock Purchase Agreement, dated October 28, 2013 (the “Purchase Agreement”),
with REGENCY YAMUNA ENERGY LIMITED, an India corporation (“RYEL” or the “Company”),
ARUN SHARMA (the “Promoter”), and each of the stockholders of the Company listed on the Signature
Page to the Purchase Agreement hereto (each and collectively with the Promoter, the “Selling Stockholder” or
the “Selling Stockholders”) pursuant to which Assignor has agreed to invest an aggregate of Rs. 38.75 Cr. in
the Company to enable the Company to restructure certain outstanding indebtedness, to fund the completion of the Project, and
to purchase 100% of the outstanding equity of the Company, subject to the terms and conditions set forth in the Purchase Agreement;
WHEREAS,
in connection with the purchase agreement, the assignor and RYEL entered into the related documents listed on Exhibit A
hereto (the “Related Documents,” and together with the Purchase Agreement, the “Transaction
Documents”); and
WHEREAS,
Assignor wishes to assign all of its rights, title and interests in, and Assignee wishes to assume all of Assignor’s duties
and obligations under, the Transaction Documents.
NOW,
THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions.
All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Transaction
Documents.
2. Assignment
and Assumption. Assignor hereby sells, assigns, grants, conveys and transfers to Assignee all of Assignor’s right, title
and interest in and to the Transaction Documents (the “Assignment”). Assignee hereby accepts such assignment
and assumes all of Assignor’s duties and obligations under the Transaction Documents and agrees to pay, perform and discharge,
as and when due, all of the obligations of Assignor under the Transaction Documents accruing on and after the Effective Date.
Assignment
and Assumption Agreement - Initials: Assignor __________ Assignee __________ Page 1
3. Consideration.
In consideration for the Assignment of the Transaction Documents, the Assignee hereby agrees to issue to Assignor an aggregate
of 10,000 (ten thousand) shares of Series A Preferred Stock of the Assignee (the “Shares”), free and clear
of all Encumbrances (as defined herein).
4. Closing.
Subject to the terms and conditions contained in this Agreement, the closing (the “Closing”) is to be held
at the offices of The Magri Law Firm, PLLC, or at such other place, on such date as Assignor and Assignee may mutually agree upon
(the “Closing Date”), but in no event later than February 20, 2015 (the “Deadline”). At
the Closing, Assignee shall deliver to Assignor a stock certificate or certificates evidencing the Shares, free and clear of all
Encumbrances (as defined herein).
5. Terms
of the Transaction Documents. The terms of the Transaction Documents, including, but not limited to, the representations,
warranties, covenants, agreements and indemnities therein are incorporated herein by this reference. The parties hereto acknowledge
and agree that the representations, warranties, covenants, agreements and indemnities contained in the Transaction Documents shall
not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict
or inconsistency between the terms of the Transaction Documents and the terms hereof, the terms of the Transaction Documents shall
govern.
6. Closing
Conditions.
(a) The
obligation of Assignor to consummate the Assignment is subject to the satisfaction of the following conditions as of the Closing:
(i) the
representations and warranties of Assignee in Section 8 hereof shall be true and correct on and as of the Closing
Date with the same effect as though made at and as of such date;
(ii) Assignee
shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be
performed or complied with by it prior to or on the Closing Date;
(iii) Assignor
shall have obtained the consent of RYEL to assign to Assignee all of Assignor’s right, title and interest in and to the
Purchase Agreement and Related Documents, if necessary;
(b) The
obligation of Assignee to consummate the Assignment is subject to the satisfaction of the following conditions as of the Closing:
Assignment
and Assumption Agreement - Initials: Assignor __________ Assignee __________ Page 2
(i) the
representations and warranties of Assignor in Section 7 shall be true and correct on and as of the Closing Date
with the same effect as though made at and as of such date;
(ii) Assignor
shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be
performed or complied with by it prior to or on the Closing Date;
(iii) Assignor
shall have obtained the consent of RYEL to assign to Assignee all of Assignor’s right, title and interest in and to the
Purchase Agreement and Related Documents, if necessary;
7. Representations
and Warranties of Assignor. Assignor hereby represents and warrants to Assignee as follows:
(a) Assignor
is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.
(b) Assignor
has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to consummate
the Assignment contemplated hereby. Assignor has obtained all necessary corporate approvals for the execution and delivery of
this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This
Agreement has been duly executed and delivered by Assignor and (assuming due authorization, execution and delivery by Assignee)
constitutes Assignor’s legal, valid and binding obligation, enforceable against Assignor in accordance with its terms.
(c) Assignor
is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection
with, any distribution thereof. Assignor acknowledges that the Shares are not registered under the Securities Act of 1933, as
amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration
provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities
laws and regulations, as applicable.
(d) No
governmental, administrative or other third party consents or approvals are required by or with respect to Assignor in connection
with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(e) There
are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Assignor, threatened
against or by Assignor that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Assignment
and Assumption Agreement - Initials: Assignor __________ Assignee __________ Page 3
8. Representation
and Warranties of Assignee.
(a) Assignee
is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) Assignee
has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery by Assignee of this Agreement, the performance by Assignee of its
obligations hereunder and the consummation by Assignee of the transactions contemplated hereby have been duly authorized by all
requisite corporate action on the part of Assignee. This Agreement has been duly executed and delivered by Assignee and (assuming
due authorization, execution and delivery by Assignor) this Agreement constitutes a legal, valid and binding obligation of Assignee
enforceable against Assignee in accordance with its terms.
(c) The
Shares have been duly authorized, are validly issued, fully paid and non-assessable, and when issued to Assignor, shall be held
by Assignor free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting
trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”). Upon consummation of the
transactions contemplated by this Agreement, Assignor shall own the Shares, free and clear of all Encumbrances.
(d) To
the Assignee’s knowledge, the execution, delivery and performance by Assignee of this Agreement do not conflict with, violate
or result in the breach of, or create any Encumbrance on the Shares pursuant to, any agreement, instrument, order, judgment, decree,
law or governmental regulation to which Assignee is a party or is subject or by which the Shares are bound.
(e) No
governmental, administrative or other third party consents or approvals are required by or with respect to Assignee in connection
with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(f) There
are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Assignee, threatened
against or by Assignee that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
(g) No
broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with
the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Assignee.
9. Survival.
All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Closing
hereunder.
10. Further
Assurances. Following the Closing, each of the parties hereto shall execute and deliver such additional documents, instruments,
conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and
give effect to the transactions contemplated by this Agreement.
Assignment
and Assumption Agreement - Initials: Assignor __________ Assignee __________ Page 4
11. Termination.
This Agreement may be terminated at any time prior to the Closing (a) by the mutual written consent of Assignee and Assignor or
(b) by either Assignee or Assignor if (i) a breach of any provision of this Agreement has been committed by the other party and
such breach has not been cured within 30 days following receipt by the breaching party of written notice of such breach, or (ii)
the Closing does not occur by the Deadline. Upon termination, all further obligations of the parties under this Agreement shall
terminate without liability of any party to the other parties to this Agreement, except that no such termination shall relieve
any party from liability for any fraud or willful breach of this Agreement.
12. Expenses.
All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the
party incurring such costs and expenses.
13. Notices.
All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”)
shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other
address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be
delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail of a PDF
document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage
prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party,
and (b) if the party giving the Notice has complied with the requirements of this Section.
14. Entire
Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject
matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties,
both written and oral, with respect to such subject matter.
15.
Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns. No party may assign any of its rights or obligations hereunder without the prior
written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed.
16.
Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
Assignment
and Assumption Agreement - Initials: Assignor __________ Assignee __________ Page 5
17.
Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing
signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth
in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay
in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.
18. Severability.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality
or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such
term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable,
the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally
contemplated to the greatest extent possible.
19. Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without
giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction).
20. Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be
deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
[SIGNATURE
PAGE FOLLOWS]
Assignment
and Assumption Agreement - Initials: Assignor __________ Assignee __________ Page 6
IN
WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date first above written.
ASSIGNOR: |
PAN ASIA INFRATECH, CORP.
|
|
|
|
|
By: |
/s/ Bharat
Vasandani |
|
Name: |
Bharat
Vasandani |
|
Title: |
Chief
Executive Officer and President |
ASSIGNEE: |
P2 SOLAR, INC. |
|
|
|
|
By: |
/s/ Raj-Mohinder
S. Gurm |
|
Name: |
Raj-Mohinder
S. Gurm |
|
Title: |
President/CEO |
Assignment
and Assumption Agreement - Initials: Assignor __________ Assignee __________ Page 7
Exhibit
A
RELATED
DOCUMENTS
| 1. | Stockholders’
Agreement |
| | |
| 2. | Legal
Due Diligence Agreement |
| | |
| 3. | Engineering
Due Diligence Agreement |
Assignment
and Assumption Agreement - Initials: Assignor __________ Assignee __________ Page 8
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