Item 1.01 Entry into a Material Definitive Agreement
The disclosures set forth in Item and 2.01 of this Current Report on Form 8-K
are incorporated herein by reference
Item 2.01 Completion of Acquisition or Disposition of Assets
On June 22, 2022, World Health Energy Holdings, Inc., (the "Company" or "WHEN")
completed the acquisition of a 26% equity interest in CrossMobile S.P.Zoo, a
company formed under the laws of Poland ("CrossMobile"). As previously
disclosed, on March 22, 2022 the Company, CrossMobile and the shareholders of
CrossMobile entered into an Investment Agreement (the "Agreement") pursuant to
which the Company is to purchase 26% of the outstanding common share capital of
CrossMobile on a fully diluted basis, in consideration of the issuance by the
Company to CrossMobile of 10,000,000,000 restricted shares of Company common
stock (the "Initial Investment"). Prior to the closing, Mr. Giora Rosenzweig,
the Company CEO, held 40.67% and Mr. George Baumeohl, a director, held 3.33%, of
the issued preferred share capital of CrossMobile), entered into an Investment
Agreement (the "Agreement")
CrossMobile is a licensed telecom mobile virtual network operator ("MVNO") in
Poland, providing the necessary licenses and key infrastructure in the EU. With
its involvement in CrossMobile, the Company expects to provide advanced telecom,
cybersecurity solutions and other next-generation value-added services to
CrossMobile's future product offerings.
Through December 22, 2024, the Company has the option to purchase additional
shares of CrossMobile, such that following such additional purchase, the Company
would hold approximately 51% of CrossMobile's outstanding share capital on a
fully diluted basis. In the event the Company elects to exercise the option, the
Company shall issue such number of restricted shares of common stock of the
Company calculated based on pre-money valuation of CrossMobile as determined by
an independent appraiser agreed between the Company and CrossMobile.
Following the closing of the Initial Investment, Ms. Gaya Rozensweig, a Company
director, was appointed to the CrossMobile board of directors.
Item 3.02 Unregistered Sales of Equity Securities
The disclosures set forth above in Item 2.01 of this Current Report on Form 8-K
are incorporated herein by reference.
The foregoing issuance of the Shares were made in reliance on the exemption from
registration under Section 4(a)(2) of the Securities Act of 1933, as amended
(the "Act"), in reliance upon exemptions from the registration requirements of
the Act in transactions not involving a public offering, including, but not
limited to the exemption provided pursuant to Rule 506(b) of Regulation D, as
promulgated by the Securities and Exchange Commission under the Act for offers
and sales of restricted securities in a private, non-public transactions.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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