Current Report Filing (8-k)
21 Novembre 2017 - 3:31PM
Edgar (US Regulatory)
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):
November 20, 2017
GLOBAL
EQUITY INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-54557
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27-3986073
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
Number)
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X3
Jumeirah Bay, Office 3305,
Jumeirah
Lake Towers
Dubai,
UAE
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code:
+ (971) 42767576 / + (1) 321 200 0142
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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.133-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On
November 20, 2017, Global Equity International, Inc. (“Company”) entered into a Funding Agreement with William Marshal
Plc., a company incorporated under the laws of the United Kingdom (“Lender”), pursuant to which the Lender agreed
to loan the Company a minimum of £2,000,000 (approximately US$2,636,000). The loan will be funded in one or more tranches
beginning the first week of December 2017. The proceeds of the loan will be used by the Company to acquire up to four financial
advisory firms, based in the United Kingdom, Isle of Man and South East Asia.
The
first two financial advisory firms are located in the United Kingdom (“UK”) and the Isle of Man, respectively. The
UK based firm has approximately US$51,000,000 in funds under management and the Isle of Man based firm has approximately US$39,000,000
in funds under management.
The
third and fourth acquisitions are South East Asian based financial advisory firms with a similar amount of funds under management
to the UK and Isle of Man entities, which when acquired, will give our Company an initial combined $180,000,000 of funds under
management, a client base into the thousands, a small but highly effective distribution force, 20 more staff and a true regulatory
diversification with a second footing in the ever expanding Asian markets.
All
four of these firms have been in business for several years. Letters of intent have already been agreed and signed and we intend
to enter into definitive acquisition agreements for these four firms in the very near future.
The
capital funding will mainly be deployed to acquire the four advisory firms and some of the proceeds of the loan will be used for
reduction of our indebtedness and for our general working capital purposes.
Each tranche of the loan
will be evidenced by a Convertible Note, bearing interest at 6% per annum. Interest on the Convertible Notes is payable semi-annually.
The first semi-annual interest payment shall be made in cash or, at the option of the Lender, in shares of our Common Stock at
the conversion price indicated in the Convertible Notes. The Convertible Notes will mature on the 366
th
day following
issuance (“Maturity Date”). The principal and any accrued, but unpaid, interest outstanding on the Maturity Date shall
be mandatorily converted into shares of our Common Stock.
The
conversion price under the Convertible Notes shall be equal to the greater of US$0.02 or the average closing price of Borrower’s
Common Stock on the Over-the-Counter Bulletin Board for the prior 60 trading days (subject to equitable adjustments for stock
splits and similar events). A “trading day” shall mean any day on which the Common Stock is tradable for any period
on the stock exchange on which the Borrower’s Common Stock is traded or quoted.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
– See “Exhibit Index” set forth below.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated:
November 21, 2017
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GLOBAL
EQUITY INTERNATIONAL, INC.
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By:
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/s/
Enzo Taddei
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Enzo
Taddei
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Chief
Financial Officer
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EXHIBIT
INDEX
List
of Exhibits attached or incorporated by reference pursuant to Item 601 of Regulation S-B
Argentum 47 (PK) (USOTC:ARGQ)
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