UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

(AMENDMENT NO. )

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

August 21, 2020

Date of Report (Date of earliest event reported)

 

Toga Limited

(Exact name of registrant as specified in its charter)

 

Nevada

 

001-39052

 

98-0568153

(State or other jurisdiction of
incorporation or organization)

 

(Commission

 File Number)

 

(IRS Employer Identification No.)

 

2575 McCabe Way, Suite 100

Irvine, CA

 

92614

(Address of principal executive offices)

 

(Zip Code)

 

(949) 333-1603

(Registrant's telephone number)

 

_____________________________________________

(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:

 

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

 

Title of

Each Class

 

Trading

Symbol(s)

 

Name of each Exchange

on which registered

N/A

 

N/A

 

N/A

 

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. ☐

 

 

 

 

Item 8.01 Other Events

 

On August 21, 2020, Toga Limited (the “Company”) became aware of the U.S. Department of Commerce Bureau of Industry and Security’s (“BIS”) final rule expanding restrictions on Huawei Technologies Co., Ltd. and its non-U.S. affiliates (collectively, “Huawei”) on the BIS Entity List.  In the final rule, the BIS further expanded the direct product rule asserting U.S. jurisdiction over foreign-manufactured items with respect to Huawei, added 38 non-U.S. Huawei affiliates to the BIS Entity List, and clarified that the BIS Entity List license requirements apply to transactions where Huawei acts in a variety of roles as a “party to the transaction.”  One of the 38 non-U.S. Huawei affiliates is a company by the name of “Toga Networks Ltd.”  The Company is not affiliated with Toga Networks Ltd., which is an Israel-based company that provides advanced technology research and high-level design for the IT and telecommunications markets.  Toga Networks Ltd. was acquired by Huawei in 2016 and essentially serves as Huawei’s Israeli research and development center. 

 

In connection with this development, the Company issued a press release on August 25, 2020 to inform the market that the Company and Toga Networks Ltd. are not affiliated companies.  A copy of the press release is provided as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference thereto.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

  

99.1

Press release issued by Toga Limited dated August 25, 2020

   

 
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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

TOGA LIMITED

 

 

 

 

 

DATED:  August 25, 2020

By:

/s/ Alexander D. Henderson

 

 

 

Alexander D. Henderson

 

 

 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

 
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EXHIBIT 99.1

   

TOGA LIMITED CLARIFIES IT IS NOT AFFILIATED WITH TOGA NETWORKS

 

PETALING JAYA, 25 August 2020 - TOGA LIMITED (OTC: TOGL) Toga Limited (the “Company”), is a technology company with locations in the United States and throughout Asia.  The Company recently became aware of the U.S. Department of Commerce Bureau of Industry and Security’s expansion of a final rule related to Huawei Technologies Co., Inc. (“Huawei”) to include 38 non-U.S. Huawei affiliates on the Entity List, one of which is “Toga Networks Ltd.”  The Company desires to clarify that it is not affiliated with Toga Networks Ltd., which is an Israel-based company that provides advanced technology research and high-level design for the IT and telecommunications markets.  Toga Networks Ltd. was acquired by Huawei in 2016 and essentially serves as Huawei’s Israeli research and development center. 

 

Contact:

 

Alexander D. Henderson

TOGA LIMITED, 2575 McCabe Way, Suite 100 Irvine, CA 92614

(949) 333-1603

info@togalimited.com