LUX AMBER : Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Financial Statements and Exhibits (form 8-K/A)

Item 2.01. Completion of Acquisition or Disposition of Assets.

Pursuant to an Agreement and Plan of Merger dated March 23, 2020 (the "Merger Agreement"), by and among Lux Amber, Corp., a Nevada corporation ("Lux Amber" or the "Company"), Worldwide Specialty Chemicals Inc., a Delaware corporation ("Worldwide"), and its subsidiary WSC Newco, Inc., a Delaware corporation ("WSC Newco"):

(a) Worldwide transferred substantially all of its business assets to WSC Newco, and

(b) Worldwide merged with and into the Company, with the Company remaining as the surviving corporation (the "Merger").

On March 26, 2020, the Merger transaction closed, and two state filings formalized the Merger: a certificate of merger filed with the Delaware Secretary of State, and articles of merger filed with the Nevada Secretary of State.

Following the Merger, WSC Newco, Inc. amended its charter to reflect a change of name to "Worldwide Specialty Chemicals Inc." and it continues the business historically conducted by Worldwide, in its capacity as a wholly-owned subsidiary of the Company.

As a consequence of the Merger, Lux Amber is no longer an early stage development company. Lux Amber will carry forward the historical operating businesses of Worldwide and its operating subsidiaries: Industrial Chem Solutions Inc., and Safeway Pest Elimination LLC.

The current stock symbol for the Company's common stock is LXAM. A formal stock symbol change for the Company will be effected following a filing with and approval of FINRA.

Pursuant to the Merger Agreement, each of the 28,053,167 shares of Worldwide common stock issued and outstanding prior to the Merger have been automatically converted into and exchangeable for an equivalent number of fully paid and non-assessable shares of Company common stock.

Also pursuant to the Merger Agreement, the officers and directors of the Company prior to the Merger resigned on the effective date of the Merger. Also pursuant to the Merger Agreement, and prior to her resignation, the sole director of the Company elected Messrs. E. Thomas Layton and Paul Williams to the Company's Board of Directors.

As a consequence of the change in the Company's stock ownership and the change in the composition of the Company's Board of Directors, the Merger has resulted in a change of control of the Company.

The Merger Agreement is filed as an Exhibit to this Current Report on Form 8-K. The foregoing description of the Merger Agreement does not purport to be complete and is qualified by reference to the Merger Agreement.

Unless the context otherwise requires, all future references in this Report to "we," "us," "our company," "our," or the "Company" refer to the blended enterprise comprised of Lux Amber, Corp. and its subsidiaries Worldwide Specialty Chemicals Inc. (formerly WSC Newco), Industrial Chem Solutions Inc.("ICS"), and Safeway Pest Elimination LLC ("SPE").

3






Description of Business

The Company was incorporated in the State of Nevada on January 19, 2018 and, until the Merger, was a development stage company.

The accounting acquirer (legal acquiree) in the Merger, Worldwide, was incorporated in Delaware on March 26, 2014. On the effective date of the Merger, the business of Worldwide became the only business of Lux Amber, Corp., which prior to the Merger was a shell company.

Business Overview

The Company is an international specialty chemical company with many products that are friendly to the environment. The common description is "green chemicals." The Company has degreed chemists and consultants on staff with years of successful experience in the specialty chemical industry. The term "specialty chemicals" is best defined by those chemicals whose formulas allow the chemical compounds to perform a specific function for a class of customers.

The Company currently operates from a 12,000 square foot chemical production and distribution facility, from which they market a number of specialty chemicals. Most of the chemical formulas are protected by trade secrets. For certain . . .

Item 3.02. Unregistered Sales of Equity Securities.

Pursuant to the Merger Agreement, effective March 23, 2020 the former stockholders of Worldwide received an aggregate of 28,053,167 shares of the Company's common stock. 26,905,167 of such shares were not registered under the Securities Act of 1933. The issuance of these shares was exempt from registration pursuant to Section 4(2) and Rule 501(a) of Regulation D promulgated by the Commission under the Securities Act of 1933.

Item 5.01. Changes in Control of Registrant.

As contemplated by the Merger Agreement, the transactions in the Company's stock ownership described under Item 2.01 of this Report and the changes to the composition of the Board of Directors of the Company described under Item 5.02 of this Report, resulted in a change of control of the Company. The information under Items 2.01 and 5.02 of this Report is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the transactions contemplated by the Merger Agreement described under Item 1.01 of this Report, the Company's Board of Directors increased in size to 2 persons. The officers and directors of the Company prior to the Merger resigned on the effective date of the Merger. Also pursuant to the Merger Agreement, and prior to her resignation, Yuliia Baranets, then the sole director, elected Messrs. E. Thomas Layton and Paul O. Williams to the Company's Board of Directors.

16






The members of the Board of Directors, plus the new executive officers of the
Company, as appointed by the Board of Directors, and their respective titles are
set forth below:



     Name                            Positions with the Company
E. Thomas Layton           Chairman of the Board, Chief Executive Officer

Paul O. Williams   Vice Chairman of the Board, President, Chief Financial Officer

Biographical and other information regarding these individuals is provided under the caption "Management" in Item 2.01 above, which is incorporated by reference into this Item 5.02.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The fiscal year end used by Lux Amber, Corp. prior to the merger (April 30), will remain unchanged.

Effective March 26, 2020, the Board of Directors of the Company adopted Amended and Restated Bylaws, to bring the Company's bylaws up to the standard utilized for Worldwide (also a public company), the non-surviving company in the Merger.

Item 5.06. Change in Shell Company Status.

As described in Item 2.01 above, which is incorporated by reference into this Item 5.06, the Company ceased being a shell company (as defined in Rule 12b-2 under the Exchange Act of 1934, as amended) on the effective date of the Merger.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

As a result of the merger of Worldwide and the registrant as described in Item 2.01, the registrant is filing Worldwide's audited financial information as Exhibit 99.2 to this Report.

(b) Pro forma financial information.

N/A




17






(d) Exhibits.



Exhibit
Number    Description

  2.1       Agreement and Plan of Merger dated as of March 23, 2020, by and among
          Lux Amber, Corp., a Nevada corporation, Worldwide Specialty Chemicals
          Inc., a Delaware corporation, and WSC Newco, Inc., a Delaware
          corporation (incorporated by reference to Exhibit 2.1 to the Company's
          Current Report on Form 8-K filed on April 1, 2020)

  2.2       Bill of Sale, Assignment and Assumption Agreement entered into as of
*         the Effective Time (as defined in the Merger Agreement), by and between
          Lux Amber, Corp., a Nevada corporation (as Transferor), and WSC Newco,
          Inc., a Delaware corporation (as Transferee)

  3.1       Certificate of Merger filed with the Delaware Secretary of State
*

  3.2       Articles of Merger filed with the Nevada Secretary of State
*

  3.3       Amended and Restated Bylaws adopted effective March 26, 2020
*

  21        Listing of subsidiaries
*

  23.1      Consent of Whitley Penn LLP
*

  99.1      Report of Independent Registered Public Accounting Firm
*

  99.2      Audited Financial Statements of Worldwide Specialty Chemicals Inc. for
*         the years ended December 31, 2019 and 2018.

            Audited consolidated balance sheets of Worldwide Specialty Chemicals
          Inc. and subsidiaries dated December 31, 2019 and 2018.

            Audited consolidated statements of operations of Worldwide Specialty
          Chemicals Inc. and subsidiaries for the years ended December 31, 2019
          and 2018.

            Audited consolidated statements of changes in shareholders' equity of
          Worldwide Specialty Chemicals Inc. and subsidiaries for the years ended
          December 31, 2019 and 2018.

            Audited consolidated statements of cash flows of Worldwide Specialty
          Chemicals Inc. and subsidiaries for the years ended December 31, 2019
          and 2018.


________

* Filed herewith

18

© Edgar Online, source Glimpses