Item 1.01 Entry into a Material Definitive Agreement
On June 29, 2022, pursuant to an Asset Sale Agreement (the "Agreement"), Rayont
(Australia) Pty Ltd and Rayont International (Labuan) Ltd, both wholly- owned
subsidiaries of Rayont Inc, the Registrant, (hereinafter collectively referred
to as the "Seller" ) sold and transferred its license for the Next Generation
Photo Dynamic Therapy ("NGPDT") for Sub-Sahara Africa and its related equipment
to Nova Medical Group Pty Ltd. (the "Buyer"), for total consideration of USD
$3,500,000 (the "Purchase Price"). The Purchase price consists to $2,500,000 for
the license and $1,000,000 for the research equipment associated with the
license. The Purchase Price is evidenced by a Loan Agreement dated June 29, 2022
(the "Loan"), from the Buyer to the Sellers in the total amount of $3,500,000
and payable in 36 equal monthly installments, with interest at 8%, commencing on
July 31, 2022. The Loan Agreement is secured by a Security Agreement dated June
29, 2022, securing payment of the Loan by all of the assets of the Buyer. The
sale of the license and equipment will allow the Registrant to concentrate on
its other alternative medical products and procedures business, while at the
same time improving its cash and liquidity positions.
The foregoing description of the Asset Sale Agreement, the Loan Agreement and
the Security Agreement do not purport to be complete and is qualified in their
entirety by reference to the complete text of the documents, which are filed as
exhibits to this report and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On June 29, 2022, the Registrant issued a press release announcing the sale of
the NGPDT license and equipment thereto, to Nova Medical Group Pty Ltd. A copy
of the press release is being furnished as Exhibit 99.1 hereto and is
incorporated into this Item 7.01 by reference.
The information furnished pursuant to Item 7.01, including Exhibits 99.1, shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, is not subject to the liabilities of that section and is
not deemed incorporated by reference in any filing of Basic's under the
Securities Act of 1933, as amended, unless specifically identified therein as
being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Asset Sale Agreement (License and Equipment) between Nova and the
Registrant' subsidiaries dated June 29, 2022.
10.2 Loan Agreement between Nova and the Registrant' subsidiaries dated
June 29, 2022.
10.3 Security Agreement between Nova and the Registrant' subsidiaries
dated June 29, 2022.
99.1 Press Release issued June 29, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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