Current Report Filing (8-k)
August 23 2022 - 6:01AM
Edgar (US Regulatory)
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0001126115
2022-08-17
2022-08-17
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iso4217:USD
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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): August 17, 2022
LZG
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
| Florida |
|
000-53994 |
|
90-1907109 |
| (State or Other Jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer |
| of Organization) |
|
|
|
Identification No.) |
| 54 WEST
40th STREET, SUITE 1123, |
|
|
| NEW
YORK, new york |
|
10018 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (917) 310-3978
N/A
(Former
name or former address, if changed since last report)
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)) |
Securities
registered pursuant to Section 12(b) of the Act: None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
SPECIAL
NOTE ABOUT FORWARD LOOKING STATEMENTS
This
Current Report on Form 8-K filed by LZG International, Inc. with the Securities and Exchange Commission (the “SEC”) contains
or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, management;
as well as estimates and assumptions made by management. When used in this report, the words “anticipate,” “believe,”
“estimate,” “expect,” “future,” “intend,” “plan” or the negative of these
terms and similar expressions as they relate to the Company or management, identify forward looking statements.
SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01 Entry into A Material Definitive Agreement
On
February 23, 2022, LZG International, Inc. (“LZG” or “the Company”) entered into an Asset Purchase Agreement
with Intellagents, LLC (“Intellagents”) (See Exhibit 10.1). Subsequently, the parties restated the agreement in order to
better reflect the terms of their transaction (the “Updated Asset Purchase Agreement”) (See Exhibit 10.2). The purpose of
this 8-K is to reflect the terms of the Updated Asset Purchase Agreement. The transaction closed on February 25, 2022 (“Closing
Date”).
LZG
agreed to purchase Intellagents LLC’s Smart Insurance Ecosystem Platform (the “Software Platform”) and certain other
assets as outlined in the Updated Asset Purchase Agreement for three million dollars ($3,000,000), subject to adjustments and the assumption
of unpaid trade accounts payable to third parties in connection with the Software Platform. At the Closing Date LZG paid two hundred
thousand dollars ($200,000) in cash and agreed to issue 2,800,000 shares of common stock to Intellagents. The shares will be valued at
two million eight hundred thousand dollars ($2,800,000), $1.00 per share.
The
issuance of the Company’s common stock pursuant to the Updated Asset Purchase Agreement is intended to be exempt from registration
under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) thereof. The common shares
to be issued for the assets will not be registered under the Securities Act and will be restricted and may not be offered or sold absent
registration or an applicable exemption from registration.
Except
for the February 23, 2022, Asset Purchase Agreement, the Updated Asset Purchase Agreement and the transactions contemplated thereby,
neither Intellagents, nor any of its officers or directors serving before the Updated Asset Purchase Agreement had any material relationship
with LZG or LZG’s affiliates prior to this transaction.
SECTION
2 – FINANCIAL INFORMATION
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant
to the Updated Asset Purchase Agreement, LZG acquired the Software Platform which enables rapid and secure connections between insurance
brokers, digital insurance exchanges, data providers, insurtechs, core insurance platform providers, artificial intelligence insight/foresight
providers and insurance company systems and processes. The Software Platform accelerates novel innovation and revenue growth. It allows
insurers and brokers to rapidly improve client engagement and improves efficiencies in existing distribution channels. It also allows
insurers and brokers to enter new distribution channels, leverage alternative data and AI for better risk selection and pricing, while
improving product speed to market and expediting “book of business acquisitions”. The Software Platform low code/no code
platform works with existing systems, does not require long and expensive implementation projects or redirection of already busy IT resources.
The Software Platform is also useable for the Property Casualty Insurance market and provides a wide variety of capabilities in the Life
and Health Insurance sectors.
The
Company intends to incorporate the Software Platform into its current and future products, and will market those products directly and
through distribution with value-added resellers and strategic partners.
SECTION
3 – SECURITIES AND TRADING MARKETS
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The
securities to be issued pursuant to the Updated Asset Purchase Agreement will not be registered under the Securities Act. These
securities qualify for exemption under Section 4(a)(2) of the Securities Act since the issuance of the securities by the Company does
not involve a public offering.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits
None.
| (b) | Pro
Forma Financial Information. |
None.
| (c) | Shell
Company Transactions. |
None.
The
following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering
system in Item 601 of Regulation S-K.
*
Previously filed.
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.
| Date: August 22, 2022 |
By: |
/s/ Peter B. Ritz |
| |
|
Peter B. Ritz |
| |
|
Chief Executive and Financial Officer |
| |
|
Secretary |
| |
|
Chairman of the Board |
3
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