Item 1.01. Entry into a Material Definitive Agreement.
On April 26, 2021, FCCC, Inc. (the "Company") entered into an agreement to issue
and sell 695,652 shares (the "New Shares") of the Company's common stock, no par
value, to Huijun He for a price of $159,999.96, or $0.23 per share (the
"Subscription Agreement").Pursuant to the terms of the Subscription Agreement,
the sale of the New Shares will take place on or before July 25, 2021, which is
the 90th day after the execution of the Subscription Agreement.
Prior to the purchases of the Existing Shares described in Item 5.01 below, Mr.
He was not affiliated with the Company. However, Mr. He is expected to be deemed
an affiliate of the Company at the time the sale of the New Shares is completed.
The foregoing description of the Subscription Agreement, and the transactions
contemplated thereby does not purport to be complete and is subject to, and
qualified by reference to, the full text of the Subscription Agreement which is
file Exhibit 10.1, and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure regarding the Subscription Agreement in Item 1.01 above is
incorporated into this Item 3.02 by reference.
The New Shares will be issued in reliance on an exemption from registration set
forth in Section 4(a)(2) of the Securities Act of 1933, as amended (the
"Securities Act") to a single person who was an "accredited investor," as
defined in Rule 501 of Regulation D of the SEC, without the use of any general
solicitations or advertising to market or otherwise offer the securities for
sale. None of the New Shares will be registered under the Securities Act or
applicable state securities laws and none may be offered or sold in the United
States absent registration under the Securities Act, or an exemption from such
registration requirements. Neither this current report on Form 8-K nor any
exhibit attached hereto shall constitute an offer to sell or the solicitation of
an offer to buy the New Shares or any other securities of the Company.
Item 5.01 Changes in Control of Registrant.
Also on April 26, 2021, pursuant to a Stock Purchase Agreement (the "Stock
Purchase Agreement"), dated April 26, 2021, by and among Huijun He and American
Public Investment Co. (collectively, the "Buyers"), and Frederick L. Farrar,
Chafre, LLC, Frederick J Merritt, LFM Investments, Inc. and Daniel R. Loftus
(collectively the "Sellers") pursuant to which the Buyers acquired 1,900,000
shares of the Company's common stock from the Sellers. As conditions to the
Stock Purchase Agreement, (i) the Company entered into the Subscription
Agreement, and (ii) Frederick L. Farrar, a former executive officer, director
and significant stockholder of the Company, entered into a Note Purchase Option
Agreement, dated April 26, 2021, with Mr. He, whereby Mr. Farrar granted to Mr.
He a 90-day option to acquire the $65,000 convertible note, dated September 21,
2020, previously issued by the Company to Mr. Farrar (the "Note"), for a
purchase price equal to the then outstanding principal and accrued and unpaid
interest on the Note. Following the closing of the Stock Purchase Agreement,
the Buyers owned 1,900,000 shares, or approximately 54.90% of the then issued
and outstanding 3,461,022 shares of the Company's common stock, and none of the
Sellers, with the exception of Mr. Farrar, who possess an opportunity to convert
the Note, beneficially owned any shares of common stock. As a result of the
Subscription Agreement, as of the date of this report, the Buyers beneficially
owned a total of 2,595,652 shares, or approximately 62.45% of the Company's
issued and outstanding common stock. The Buyers used their own personal funds to
acquire the shares under the Stock Purchase Agreement. The Buyers did not borrow
any funds to acquire the shares.
2
Contemporaneously closing under the Stock Purchase Agreement (the "Closing"),
Mr. Farrar resigned from his positions as Chairman, President, Chief Executive
Officer and Principal Financial Officer of the Company, Mr. Loftus resigned as
Secretary of the Company and from its Board of Directors, and Mr. Merritt
resigned from the Company's Board of Directors. Immediately following the
Closing, the sole remaining member of the Company's Board of Directors elected
Fnu Oudom to serve as an additional member of the Board. The resulting Board of
Directors then elected Mr. Oudom to serve as Chairman and President of the
Company, Mr. He to serve as its Chief Executive Officer and a Vice President of
the Company, and Caren Currier to serve as its Chief Financial Officer.
As a condition to the Closing, Mr. Farrar also tendered his resignation from the
Company's Board of Directors effective ten (10) days following the filing and
mailing of an Information Statement to the record holders of the Company's
common stock in accordance with the requirements of Section 14(f) of the
Exchange Act and Rule 14f-1 promulgated thereunder (the "Effective Date"). The
foregoing actions represent a change of control of the Company.
The Buyers have informed the Company that it is expected that, on the Effective
Date, (i) the size of the Board will be increased to four (4) individuals, and
(ii) Messrs. He, Mopohku Sompong, and Tsun-Cheng (Mark) Lin will be elected the
Company's Board of Directors by the sole remaining director.
As a result of the purchases by the Buyers pursuant to the Stock Purchase
Agreement, a change in control of the Company occurred as of the date of
consummation of such transaction. Except as described in this Current Report, no
arrangements or understanding exist among present or former controlling
stockholders with respect to the election of members of our Board of Directors
and, to our knowledge, no other arrangements exist that might result in a change
of control of the Company.
Following the change of control, our business has not changed and we are still a
shell company as that term is defined in Rule 12b-2 under the Exchange Act (17
CFR 240.12b-2). For our Form 10 information, please see the following documents
which we incorporate herein by reference:
- Our Annual Report on Form 10-K for the fiscal year ended March 31, 2020,
filed with the SEC on June 24, 2020;
- Our Form 10-Q for quarters ended June 30, 2020, September 30, 2020, and
December 31, 2020, filed with the SEC on August 13, 2020, November 16, 2020,
and February 10, 2021, respectively;
- Our Current Report Form 8-K filed with the SEC on September 23, 2020; and
- Our Schedule 14F-1 filed with the SEC on April 26, 2021.
3
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The disclosure regarding the resignations of Mr. Farrar, Mr. Loftus and Mr.
Merritt in Item 5.01 above is incorporated into this Item 5.02 by reference.
On April 26, 2021, and concurrent with the Closing, the Board of Directors
appointed Mr. Oudom as Chairman, and following the Closing, the resulting Board
of Directors appointed Mr. Oudom as President of the Company, Mr. He as the
Chief Executive Officer and Vice President of the Company, and Ms. Currier as
the Chief Financial Officer of the Company.
Mr. Fnu Oudom (66) became Chairman, President, and Director of the Company on
April 26, 2021. From 2014 to 2016, Mr. Oudom served as Yongyong representative
of the Republic of Tuvalu to the United Nations Economic and Social Council for
Asia and the Pacific, and Yongyong representative of the Republic of Vanuatu to
the United Nations Economic and Social Council for Asia-Pacific from 2018 to
2020. Since 2015, Mr. Oudom has served as Chairman of Times Chain Group. From
1989 to 1995, Mr. Oudom studied as a postgraduate at the Institute of Political
Science and Law at the French Academy of Social Sciences and served as a
visiting professor at Taiwan Mingdao University in 2014. Mr. Oudom received his
bachelor's degree in Philosophy from Sichan University.
Mr. Huijun He (61) became Chief Executive Officer and Vice President of the
Company on April 26, 2021. Since February 2019, Mr. He has served as the chief
executive officer of China Liaoning Dingxu Ecological Agriculture Development,
Inc., and in June 2016, Mr. He founded and served as president of Romada Realty
Inc., a real estate development company. Prior to 1996, Mr. He previously served
as the general manager of China Nonferrous Metal Equipment Zhuhai Company, a
large domestic state-owned enterprise import and export company, and the general
manager of a U.S. import and export company. As a seasoned entrepreneur and
corporate level executive, Mr. He brings his vast management experience to the
company. Mr. He received his bachelor's degree from Wuhan Huazhong Institute of
Technology, Mechanical Manufacturing.
Ms. Caren D. Currier (58) became Chief Financial Officer of the Company on April
26, 2021. Since August 2020, Ms. Currier has served as the chief financial
officer of One World Universe Inc., an OTC company. Since April 2016, Ms.
Currier has served as accounting manager for Synergis Development Company, and
from October 2014 to August 2017, she served as the controller and chief
financial officer of Salemark Holding Company, an OTC company. Ms. Currier
received her Associates Business Degree from Mount San Antonio College.
Compensation of Principal Officers.
We have not established standard compensation arrangements for our officers and
the compensation, if any, payable to each individual for their service to our
company will be determined from time to time by our Board of Directors based
upon the amount of time expended by each of the officers on our behalf. None of
our officers are full time employees of the Company and none are currently
receiving any compensation for their services.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Exhibit Description
10.1 Subscription Agreement, dated as of April 26, 2021, by and between
FCCC, Inc. and Huijun He.
4
© Edgar Online, source Glimpses