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) December 7, 2016

 

REGI U.S., INC.
(Exact name of registrant as specified in its charter)

 

Oregon   000-23920   91-1580146
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

Suite 10 - 7520 N. Market St., Spokane, WA   99217
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (253) 514-6114

 

n/a
(Former name or former address, if changed since last report.)

 

heck 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:

 

[  ] 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
   
Item 2.01 Completion Of Acquisition Or Disposition Of Assets
   
Item 3.02 Unregistered Sales of Equity Securities

 

Effective September 16, 2016, we executed asset purchase agreement with Reg Technologies Inc. to purchase all of the assets of Reg Technologies. The consideration for the purchase was an aggregate of 50,596,043 unregistered common shares of our company. On November 18, 2016, Reg Technologies obtained shareholder approval by special resolution at a special meeting of the shareholders.

 

On December 2, 2016, we issued an aggregate of 50,596,043 unregistered common shares of our company to close the transaction with Reg Technologies. We issued the securities to one (1) non-US person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended.

 

Item 9.01 Financial Statements and Exhibits
   
10.1 Asset Purchase Agreement with Reg Technologies Inc. dated September 16, 2016.

 

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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 hereunto duly authorized.

 

REGI U.S., INC.  
   
/s/ “Paul W. Chute”  
Paul W. Chute  
President and Director  
     
Date: December 7, 2016  

 

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