Current Report Filing (8-k)

 

 

 

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): March 18, 2022

 

RAYONT INC.

 

(Exact name of registrant as specified in its charter)

 

Nevada		000-56020		27-5159463
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

228 Hamilton Avenue, 3rd Floor, Palo Alto,

California, 94301

1 [phone]

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K 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
Common Stock, par $0.001 per share		RAYT		OTC Markets Group

 

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 1.01 Entry into a Material Definitive Agreement

 

On March 18, 2022, pursuant to a Share Sale Agreement (the “Agreement”), No More Knots Holdings Pty Ltd, a wholly-owned subsidiary of Rayont Inc. (the “Company”), agreed to acquire the No More Knots Group of companies, the largest provider of Remedial Massage and Myotherapy services in Australia. Under the Agreement the Company, shall acquire 100% of the total outstanding shares and units of No More Knots Pty Ltd, No More Knots (Taringa) Pty Ltd and No More Knots (Newmarket) Pty Ltd in exchange for approximately USD 2.2M cash payable in two tranches. The first tranche of USD1,8M is payable on or before April 01, 2022 and the second tranche of USD400,000 is payable on or before July 15, 2022 upon the business delivering EBIDTA of USD 500,000 for the financial year closing June 30, 2022.

 

No More Knots is Australia’s largest clinic of its kind and was first formed in 1998 by former athlete and entrepreneur, Kelly Townsend.. Between its three clinics, No More Knots is home to over 45 tertiary qualified therapists who specialize in Remedial Massage and Myotherapy and are supported by an administrative and management team of fifteen. Today the whole team at No More Knots is privileged to treat over 700 clients each week, with a mix of office workers, trades people, weekend warriors to elite athletes; all sharing the common goal of receiving outstanding treatment tailored specifically to meet their individual needs. As a result, it has quickly built a reputation for outstanding service at all levels of the business, and has become one of the most well renowned clinics of its kind.

 

The foregoing description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the document, which is filed as an exhibit to this report and is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure

 

On March 22, 2022, Rayont issued a press release announcing the purchase of the No More Knots group of companies. 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 Exhibit 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.

 

(a)	Financial Statements of Business Acquired.
	The Registrant hereby undertakes to file the financial statements if required by this Item 9.01(a) not later than 71 days after the date this Form 8-K was due for filing.
(b)	Pro Forma Financial Statements.
	The Registrant hereby undertakes to file the pro forma financial information if required by this Item 9.01(b) not later than 71 days after the date this Form 8-K was due for filing.

 

(d) Exhibits

 

Exhibit No.		Description
10.1		Share Purchase Agreement between No More Knots Holding and No More Knots dated March 18, 2022.
99.1		Press Release issued March 22, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

 

	RAYONT INC.
Dated: March 23, 2022	By:	/s/ Marshini Aliya Moodley
		Marshini Aliya Moodley
		CEO and President

 

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