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) February 28, 2021

 

 

                             

 

NET SAVINGS LINK, INC./DE

(Exact name of registrant as specified in its charter)

 

                             

 

     
Colorado 000-53346 82-1337551
(State or other jurisdiction
of incorporation)
(Commission File Number) (I.R.S. Employer Identification No.)

 

 

26 Grosvenor Street

Mayfair

 
London, United Kingdom W1K 4QW
(Address of principal executive offices) (Zip Code)

 

 

+44 (0)20 7355-3525

(Registrant’s telephone number, including area code)

 

 

(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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

 

 

On February 28, 2021, the Company entered into a definitive share purchase agreement with Virtuabroker Ltd., a company incorporated under the laws of England, to acquire ten percent (10%) of the shares of Virtuabroker Ltd., in exchange for a cash payment of sixty thousand and sixty U.S. Dollars ($60,060.00).

 

On March 30, 2021, the Company and Virtuabroker Ltd. amended the February 28, 2021 definitive share purchase agreement. The Company will now have the option to acquire an additional twenty percent (20%) of the shares of Virtuabroker Ltd., in exchange for a cash payment of three hundred thousand U.S. Dollars ($300,000.00). In addition, the Company has been granted pre-emptive rights to acquire additional shares of Virtuabroker Ltd.

 

 

ITEM 7.01 REGULATION FD DISCLOSURE.

 

 

On April 16, 2021, the Company’s CEO, James A. Tilton, announced the closing and terms of the definitive share purchase agreement and amendment with Virtuabroker Ltd., a company incorporated under the laws of England.

 

 

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

 

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits.

 

The following exhibit is filed herewith:

 

2.1 Definitive share purchase agreement dated February 28, 2021

 

2.2 Amendment to definitive share purchase agreement dated March 30, 2021

 

99.1 Press Release dated April 16, 2021

 

 

 

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.

 

Date: April 26, 2021

 

 

  NET SAVINGS LINK, INC.
   
   
  /s/ James A. Tilton
    James A. Tilton, Chief Executive Officer
     

 

 

 

 

 

 

Exhibit 2.1

 

SUBSCRIPTION AGREEMENT

 

 

 

TO: Virtuabroker Ltd. A Company incorporated under the Laws of England, having its registered head office at Kemp House 160 City Road, London, EC1V 2NX (the “Company”)

 

1.       Subject to the terms and conditions of this Form of Subscription, the undersigned (hereinafter referred to as the “Subscribers”) hereby irrevocably subscribes for and agrees to purchase one hundred forty-three (143) Class A Voting Shares the (“Subscription”) of the Company described below (the “Securities”) at a subscription price of four hundred twenty USD ($420) per share (for a total investment of sixty thousand sixty dollars (60,060.00 USD). The Subscription shall be completed on February 28th 2021 (the "Closing") or such other date as the parties may agree. The Subscriber shall receive the following the number of shares, respectively:

 

     
Name   Number of Securities
     
Net Savings Link, Inc.   143

 

 

2.       At the Closing, the undersigned shall pay the subscription price for the Subscription by delivering to the Company a direct deposit wire transfer in the following amounts in USD $60,060.00.

 

3.       The Company shall have the right at any time in the future to issue additional shares to third parties in subsequent financing rounds without any obligation to the Subscribers to make adjustment in the number of shares issued hereunder nor in the subscription price. Without limiting the generality of the foregoing, no adjustment shall be made to reflect the issuance of shares, warrants or other securities:

 

a.       To the minority shareholders or as part of the future financing rounds;

 

b.       To directors, officers, employees or consultants (collectively, the "Consultants") of the Company or its Affiliates under or pursuant to any bona fide share or other security option plan approved by the Company's board of directors (a "Stock Option Plan"); or

 

c.       To other persons on an individual basis pursuant to options, warrants or other securities now or in the future authorized by the Board of Directors of the Company.

 

4.       The undersigned acknowledges that the Subscription is subject to the acceptance of this Form of Subscription by the Company on or before the Closing. It is understood and agreed that this Subscription Form and all monies tendered in respect of the Subscription shall be returned forthwith to the undersigned at the address indicated below if this subscription is not accepted by the Company on or before the Closing.

 

   
 

 

5.       The Subscribers acknowledge (on their own behalf and, if applicable, on behalf of each person on whose behalf the Subscribers are contracting) that:

 

a.       this Subscription is subject to rejection or allotment by the Company in whole or in part at any time;

 

b.       the original certificate representing the Securities purchased by the Subscribers shall be held in trust by the Company’s legal counsel.

 

c.       In consideration of the Company accepting this subscription and conditional thereon, the undersigned agrees to be bound, as a party to and as one of the minority shareholders in the Company, by the terms of the Shareholders’ Agreement from time to time amended and in effect (the “Shareholders’ Agreement”).

 

The undersigned hereby represents, warrants and confirms:

 

i.       that the undersigned has the legal capacity and competence to execute this Agreement and to take all actions required pursuant hereto and all necessary approvals by directors, shareholders and members of the undersigned, otherwise have been given to authorize it to execute this Form of Subscription and the Shareholders’ Agreement, and to take all actions required to be delivered or performed by it hereunder has been duly authorized by all necessary action;

 

ii.       That the undersigned is purchasing the Subscription as principal,

 

6.       Representations and Warranties of the Company:

 

The Company hereby represents and warrants to the Subscribers and the Company acknowledges that the Subscribers are relying upon such representations and warranties in connection with the transactions contemplated hereby as follows:

 

a.       the Company has been duly incorporated and validly existing under The Companies Act, 2006 and has not been dissolved;

 

b.       the Company has the corporate power and capacity to own its assets and to carry on its business as it is presently being carried on, the Company has the corporate power and capacity to enter into, deliver and perform its obligations under this Subscription Agreement and all other agreements, contracts, instruments and actions required to be delivered or performed by the Company hereunder;

 

c.       this Subscription Agreement and each of the agreements, contracts, instruments and actions required to be delivered or performed by the Company hereunder have been duly authorized by all necessary corporate action of the Company. This Subscription Agreement and each of the agreements to be delivered hereunder have been duly executed and delivered by the Company and are valid and binding obligations of the Company enforceable in accordance with their terms, subject to limitations on enforcement imposed by bankruptcy, insolvency and other laws affecting creditors’ rights generally and to general principles of equity; and

 

   
 

 

7.       Closing:

 

The obligations of the undersigned to purchase the Ordinary Voting Shares pursuant to the Subscription (the completion of each such purchase is referred to as a "Closing") is subject to the fulfilment on or before each Closing of each of the following conditions:

 

a.       The representations and warranties of the Company shall be true and correct on and as of the date of each Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing;

 

b.       The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement and in the Shareholders' Agreement that are required to be performed or complied with by it on or before each Closing;

 

c.       The Shareholders' Agreement shall have been executed and delivered by the undersigned or its attorney pursuant to the power of attorney contained herein, it shall be in full force and effect as of each Closing and no party shall be in material breach or material default thereof; and

 

d.       The Company will deliver to the undersigned a certificate or certificates, registered in the undersigned's name, representing the Ordinary Voting Shares to be purchased by the undersigned at such Closing; and

 

e.       The undersigned shall direct deposit wire transfer to the Company (wire instructions), in an amount equal to the purchase price payable in respect of the Class A Shares to be purchased by the undersigned at such Closing, as set forth in Paragraph 2 above to the following bank:

 

If funds are being wired from inside the United States:

 

 

 

Account Holder:

 

Virtuabroker Ltd

 

Kemp House, 160 City Rd, London, EC1V 2NX, United Kingdom

 

 

 

Routing Number:

 

084009519

 

 

 

Checking Account Number:

 

9600000000532817

 

 

 

Bank Address:

 

TransferWise

 

19 W 24th Street

 

New York NY 10010

 

United States

 

   
 

 

If the funds are being wired from outside the United States:

 

 

 

Account Holder:

 

Virtuabroker Ltd

 

Kemp House, 160 City Rd, London, EC1V 2NX, United Kingdom

 

 

 

SWIFT/BIC

 

CMFGUS33

 

 

 

Checking Account Number:

 

8310968555

 

 

 

Bank Address:

 

TransferWise

 

19 W 24th Street

 

New York NY 10010

 

United States

 

   
 

 

Virtuabroker Ltd. will return payments to the sender if the funds originate from countries not on list below:

 

 

This can take 3–10 working days.

 

 

 

Americas

 

United States, Canada.

 

 

 

Asia

 

China, Hong Kong, India, Japan, Philippines, Singapore, Taiwan, United Arab Emirates

 

 

 

Oceania

 

Australia, New Zealand.

 

 

 

Europe

 

Austria, Belgium, Bulgaria, Croatia, Czech Republic, Denmark, Estonia, Finland, France,

 

Germany, Gibraltar, Guernsey, Greece, Hungary, Iceland, Ireland, Isle of Man, Italy, Jersey,

 

Latvia, Liechtenstein, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal,

 

Romania, Slovakia, Slovenia, Spain, Sweden, Switzerland, United Kingdom.

 

 

 

 

 

8.       This Form of Subscription, and when executed, delivered and accepted, the Shareholders' Agreement, constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements, negotiations, discussions and understandings, written or oral, among the parties hereto, including without limitation, letters of intent between the undersigned and the Company relating to a proposed purchase and sale of the Subscription. There are no representations, warranties, conditions, other agreements or acknowledgements, whether direct or collateral, expressed or implied, that form part of or affect this Form of Subscription, or which induced any party to enter into this Form of Subscription or on which reliance is placed by any party, except as specifically set forth in this Form of Subscription, and when executed and delivered, the Shareholders' Agreement.

 

9.       This agreement may be executed in any number of counterparts, each of which when executed will be an original but together will constitute one and same agreement.

 

10.     This agreement is governed by and construed in accordance with the laws of England and Wales without giving effect to its conflicts of law principles. The parties submit to the jurisdiction of the Courts of England and Wales in respect of any dispute which arises out of or under this Agreement.

 

11.     The undersigned and the Company acknowledge and agree that they have required that this Agreement and all related documents be drafted in English.

 

   
 

 

IN WITNESS WHEREOF this subscription has been executed by the undersigned.

 

 

 

/s/ James A. Tilton

 

James A. Tilton

 

President

 

Net Savings Link, Inc.

 

 

 

SUBSCRIPTION ACCEPTED this 28TH day of February, 2021.

 

VIRTUABROKER LTD

 

per: /s/ Daniel Garcia

 

Daniel Garcia, Director

 

 

 

 

 

 

Exhibit 2.2

 

 

   

 

 

   

 

 

AMENDMENT AND ADDENDUM TO SHARE PURCHASE AGREEMENT DATED FEBRUARY 28, 2021 BACKGROUND: VirtuaBroker Ltd., a London based company with office in Barcelona. is a powerful platform to manage crypto user's accounts and save them time, and provide them with an optimal trading experience across multiple exchanges in one portfolio, with crypto calculators with real-time data, and powerful price search tools to find the best place to buy or sell their next trade along with the automation to carry out their decisions. Virtuabroker's founders are looking for a 60.060 USO investment in VirtuaBroker Ltd. at a 600.000 USO pre-money valuation as per capitalization Table reflection in Terms and Conditions in order to complete and deploy the platform in the market in March 2021 and commence user acquisition. Net Savings link Inc. ("NSAV"} is interested in investing the required amount to enable VirtuaBroker Ltd. to go to market within the planned timeline. TERMS AND CONDITIONS: • 60.060 USO investment in exchange for 10% of Virtuabroker at a pre-money valuation of600K USO. • Option with expiration date of August 31, 2021 to acquire 20% of Virtuabroker in exchange of an investment of 300K USO at a 1.5M pre-money valuation. • The right to a Virtuabroker Ltd. board of director's seat if both investments are made for a total of 30% of the company. • Agreeing to the shareholders' general conditions. • Regarding Item 22 of the shareholder agreement, for the avoidance of doubt, all capital shares will not be issued for other than money consideration without the prior written approval of sixty percent {60%} of all Shareholders. Money includes a debt owing by the Corporation or a debt secured by a guarantee given by the Corporation. Money does not include a promissory note or other promise to pay. • Agreeing to cap table: Shareholder name % ownership Capital increase Daniel Garcia 70% Andre Vanyi-Robin 12% NSAV 10% 60,060USD Alcides Mello 4% Andres Marin 3% Donato Espinosa 1% Total: 100% Valuation: 600,000USD CONFIDENTIALITY: This amendment and addendum is to govern the terms and conditions of the Parties. The Parties wish to protect their respective proprietary and secret business information by entering into this agreement. "Proprietary and Confidential Information" shall mean any and all information, whether written or oral, regarding the Parties' customers, prospective customers, policies and procedures, operations, systems, and future business plans that one may acquire from the other. This information includes but is not limited to technical, developmental, marketing, sales, operating, performance, cost, know-how, computer, software and database programming techniques, and any record bearing, containing or disclosing such information and techniques, which is disclosed pursuant to this Agreement. The term "Proprietary and Confidential Information" shall also include any confidential information of the parties that was received before the date of this Agreement. In consideration of each Party supplying the other with Proprietary and Confidential Information, whether directly or through its representatives, and/or advisors or otherwise, in oral or documentary form, each Party agrees that it will treat as confidential all such information which is disclosed to it by the other Party, together with any reports, analyses, memoranda, notes and any other writing which is prepared by the Party receiving the information (or on its behalf), which contains, reflects or is based on such information (Proprietary and Confidential Information and such derived information collectively referred to as "the Evaluation Material") and each Party agrees it will not, except as provided below, disclose, use or permit the disclosure or use of the Evaluation Material for a period of five (5) years from date of receipt. Either Party may only disclose the Evaluation Material, to the extent described above, to such of its employees and advisors who need to !<now the information and who are informed of the confidential nature of such information and who agree to be bound by the terms of this Agreement as if a Party to this Agreement. Either Party shall procure absolute compliance of the confidentiality obligations in this Agreement by such employees and advisors. The restrictions referred to above shall not apply to any Evaluation Material to the extent that it: a. is already known (without any breach of confidence of a third party) to the Party to whom it is disclosed; or b. is in or comes into the public domain otherwise than as a result of any breach of this Agreement or has become or becomes known to third party otherwise than as a result of any breach of this Agreement; or c. is declared by the disclosing Party in writing not to be subject to the obligaUon of confidentiality. Nothing herein shall restrict either Party from disclosing any Evaluation Material pursuant to a judicial or other lawful government order or as required by law or regulation, but only to the extent of such order, law or regulation or as may be mutually agreed. Any and all copyright or other intellectual property existing in either Party's Proprietary and Confidential Information disclosed to the other Party shall continue to belong to the disclosing Party, and the Party gaining information does not obtain any patent rights or copyright. If the discussions are terminated without having reached a successful conclusion either Party may request and the other Party shall immediately return, any or all documents in its possession including any copies thereof containing any Proprietary and Confidential Information of the requesting Party and will not retain any copies in whole or part of such material and all documents, memoranda, notes and other writings and electronic copies based on such information shall be destroyed. Each Party may require the other to deliver a written certificate confirming due compliance with this confidentiality undertaking. Each Party undertakes to the other Party to use its best endeavors to ensure the accuracy and completeness of all Proprietary and Confidential Information disclosed by it to the other Party but neither Party shalt have any liability to the other Party resulting from the use of any Proprietary and Confidential Information supplied by the disclosing Party, except as otherwise provided in this Agreement. The provisions of this Agreement shall survive termination hereof and may be superseded by the provisions of an eventual later agreement entered into by and between the Parties. No license or right is granted hereby to a receiving Party in any Proprietary and Confidential Information disclosed by a disclosing Party pursuant hereto. No failure or delay in exercising any right under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right hereunder. This document and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales where the Company is registered. Agreed on March 30, 2021: James Titon President Net Savings Link, Inc. ~ Daniel Garcia Director Virtuabroker. Ltd.

 

 

 

 

EXHIBIT 99.1

 

NSAV ACQUIRES STRATEGIC STAKE IN CRYPTOCURRENCY TRADING BROKER, VIRTUABROKER

 

 

Net Savings Link, Inc. (OTC: NSAV), a cryptocurrency, blockchain and digital asset technology company, today announced that it has acquired a strategic stake in U.K. based Cryptocurrency Trading Platform, VirtuaBroker Ltd. https://virtuabroker.com ,whose platform is based on Artificial Intelligence (AI) and offers a full range of trading services, such as portfolio management, price search function, and much more. VirtuaBroker’s platform supports nearly all the major cryptocurrency exchanges, including Coinbase, whose IPO on Wednesday valued Coinbase at over $85 billion.

 

With the recent announcements of Tesla and Mastercard joining the Crypto revolution, the management of NSAV believes that this will be a major step in fulfilling the Company’s ambition of being a leading player in the over $200 billion annual cryptocurrency market. Under the terms of the agreement, NSAV has acquired a 10% shareholding in VirtuaBroker and has an exclusive option to acquire an additional 20% stake. In addition, NSAV has been granted pre-emptive rights, which gives it the potential to increase its shareholding in VirtuaBroker even further.

 

VirtuaBroker’s AI Cryptocurrency Trading Platform is your 24/7 account manager. Customers will save time and be provided with an optimal trading experience. The AI Platform allows users to optimize the trades that they require according to their selected objectives and allows them to make decisions based on market sentiment data. VirtuaBroker’s security policy is its pillar and is based on a five-tiered security stack, including Fraud Protection, Privacy Protection, Encryption and Network Defenses, VirtuaBroker Security ID and Security Alerts.

 

SBC Financial Group https://www.sbcfinancialgroup.com.hk negotiated and structured the transaction.

 

SBC Financial Group has a dynamic of disciplines on a broad commercial level and practice. SBC has a strong group of Partners in a wide range of disciplines with seasoned experience in finance, management, and professional practice.

 

Dani Garcia, founder and CTO of VirtuaBroker stated, “Traders know that it takes multiple exchanges to truly trade crypto and what sets our platform apart is the ability to organize all exchanges in one platform. The team at VirtuaBroker would like to thank its strategic shareholder, NSAV for its support in making our launch a reality. We look forward to opening the platform to all on May 30th and thank our beta testers for their ongoing commitment to provide feedback to improve a truly groundbreaking product. We would like to thank Silverbear Capital for advising us on this and potential future transactions to come. Silverbear Capital is truly a committed and professional team.”

  

James Tilton, president of NSAV stated, “We are thrilled to be able to announce the acquisition of a strategic stake in VirtuaBroker, along with the options to acquire an even more significant stake. With its Artificial Intelligence based platform, we believe that VirtuaBroker is a force to be reconned with in the Cryptocurrency arena. I can assure all our loyal NSAV shareholders that we are already working on other projects in the cryptocurrency and digital asset sector. I also would like to echo Dani’s thanks and appreciation to the amazing team at Silverbear Capital.

 

     
 

 

NSAV's vision is the establishment of a fully integrated technology company that provides turnkey technological solutions to the cryptocurrency, blockchain and digital asset industries. Over time, the Company plans to provide a wide range of services such as software solutions, e-commerce, advisory services, financial services and information technology.

 

For further information please contact NSAV at info@nsavholdinginc.com

 

The NSAV Twitter account can be accessed at https://twitter.com/nsavtech

 

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that, all forward-looking statements involve risks and uncertainties, including without limitation, the ability of Net Savings Link, Inc. to accomplish its stated plan of business. Net Savings Link, Inc. believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this press release will prove to be accurate. In light of the significant uncertainties inherent in the forward- looking statements included herein, the inclusion of such information should not be regarded as a representation by Net Savings Link, Inc. or any other person.

 

Contact

Net Savings Link, Inc.

info@nsavholdinginc.com