Value Exchange International, Inc.: M&A transaction — Value Exchange International enters $1M convertible credit with affiliate; board recognizes change in control

Value Exchange International, Inc.

Credit line up to $1M at 8% interest, matures 3 years per advance; conversion price $0.045/share (25% discount to Dec 12 close).
Lender receives 5 warrants per conversion share, exercisable at $0.045 for 5 years; one-time $100,000 fee payable in cash or stock.
Affiliated Shareholders led by Chan Heng Fai control ~49.6% of shares; full warrant exercise could yield 72.1%; new credit could push above 80%.
All six non-executive directors are affiliated with Chan Heng Fai; two recused from vote on the credit agreement.
Company acknowledges change of control due to reliance on affiliates for working capital and board composition.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.7

Value Exchange International, Inc. underwent a change of control involving Chan Heng Fai and Hapi Metaverse, Inc. (Lender).

Action: change of control
Counterparty: Chan Heng Fai and Hapi Metaverse, Inc. (Lender)

Exact text from the filing

the Company’s Board of Directors has recognized as of the Effective Date that a change of control of the Company has occurred and Mr. Chan and Lender are deemed to have the ability to control the Company through voting power of stock ownership, board seats and funding of Company’s working capital needs

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Value Exchange International, Inc. amended Amendment to the Credit Agreement with Hapi Metaverse, Inc. valued at $100,000 (effective 2023-12-19).

Action: amendment
Agreement: credit facility
Counterparty: Hapi Metaverse, Inc.
Value: $100,000
Effective: 2023-12-19

Exact text from the filing

Under a December 19, 2023 Amendment to the Credit Agreement, which amendment is attached to this Current Report on Form 8-K as Exhibit 10.2, the Fee was amended to provide for a one-time $100,000 payment instead of 10% on an Advance, which amended Fee is payable at option of Company in either cash or shares of Company Common Stock within 30 days of December 19, 2023.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Value Exchange International, Inc. entered into Convertible Credit Agreement with Hapi Metaverse, Inc. valued at One Million U.S. Dollars and No Cents (USD$1,000,000.00) (effective 2023-12-14).

Action: entry
Agreement: credit facility
Counterparty: Hapi Metaverse, Inc.
Value: One Million U.S. Dollars and No Cents (USD$1,000,000.00)
Effective: 2023-12-14

Exact text from the filing

On December 14, 2023, Value Exchange International, Inc., a Nevada corporation, (“Company”) entered into a Convertible Credit Agreement (collectively, the “Credit Agreement”) with Hapi Metaverse, Inc., a Delaware corporation, (“Lender’) for an unsecured credit line in the maximum amount of One Million U.S. Dollars and No Cents (USD$1,000,000.00) (“Credit Limit”).

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Source: SEC EDGAR

accession 0001214659-23-016641

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