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Posted On: 12/27/2017 10:16:26 AM
Post# of 67
8K filing Merger
Item 1.01 Entry into a Material Definitive Agreement.
On December 20, 2017, Evans Brewing, Inc., a Delaware corporation (the “Company” or “we”), entered into an Agreement and Plan of Merger and Reorganization (the “Agreement”) with I-ON Communications Ltd., an entity organized under the laws of the Republic of South Korea (“I-ON”) and I-ON Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company.
Under the terms of the Agreement, Acquisition will merge with and into I-ON (the “Merger”) with I-ON becoming the surviving entity. In consideration for the Merger, the Company will issue 26,000,000 shares of the Company’s common stock, par value $0.0001 per share to the shareholders of I-ON, which will result in a change in control of the Company. The Company anticipates that I-ON will elect to become the successor issuer to the Company for accounting and reporting purposes.
The Company anticipates that the Merger will be completed prior to December 31, 2017. It is anticipated that the current officer and directors of the Company will resign contemporaneously with the appointment of new officers and directors by I-ON.
The Company’s Board of Directors met and voted to approve the terms of the Agreement. Mr. Michael Rapport, Chief Executive Officer of the Company, expressed his opinion that the Merger and Reorganization with I-ON would provide the existing shareholders of the Company with increased value, liquidity, and opportunity for returns on their investment.
Subsequent to the closing of the Merger, the existing operations of Evans Brewing will be sold to Michael Rapport in exchange for the assumption by Mr. Rapport of all outstanding liabilities of the Company, and the cancellation of $1,536,450 in debt owed by the Company to Mr. Rapport.
https://www.otcmarkets.com/edgar/GetFilingHtm..._EVANS_HTM
Item 1.01 Entry into a Material Definitive Agreement.
On December 20, 2017, Evans Brewing, Inc., a Delaware corporation (the “Company” or “we”), entered into an Agreement and Plan of Merger and Reorganization (the “Agreement”) with I-ON Communications Ltd., an entity organized under the laws of the Republic of South Korea (“I-ON”) and I-ON Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company.
Under the terms of the Agreement, Acquisition will merge with and into I-ON (the “Merger”) with I-ON becoming the surviving entity. In consideration for the Merger, the Company will issue 26,000,000 shares of the Company’s common stock, par value $0.0001 per share to the shareholders of I-ON, which will result in a change in control of the Company. The Company anticipates that I-ON will elect to become the successor issuer to the Company for accounting and reporting purposes.
The Company anticipates that the Merger will be completed prior to December 31, 2017. It is anticipated that the current officer and directors of the Company will resign contemporaneously with the appointment of new officers and directors by I-ON.
The Company’s Board of Directors met and voted to approve the terms of the Agreement. Mr. Michael Rapport, Chief Executive Officer of the Company, expressed his opinion that the Merger and Reorganization with I-ON would provide the existing shareholders of the Company with increased value, liquidity, and opportunity for returns on their investment.
Subsequent to the closing of the Merger, the existing operations of Evans Brewing will be sold to Michael Rapport in exchange for the assumption by Mr. Rapport of all outstanding liabilities of the Company, and the cancellation of $1,536,450 in debt owed by the Company to Mr. Rapport.
https://www.otcmarkets.com/edgar/GetFilingHtm..._EVANS_HTM
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