Business Context and Reporting Period
This Form 8-K is filed by Knight Knox Development Corp. (noting a discrepancy with the request metadata which listed "Artego Biosciences, Inc.") for the reporting period of November 18, 2016. The registrant is incorporated in Nevada with principal executive offices in London, England. The filing reports a material definitive agreement and a change in control of the registrant.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, or cash flow data. The only specific financial metric disclosed is the execution of a new debt instrument:
- New Debt: Entered into a senior promissory note with a principal amount of $30,000 payable to Malibu Investments Limited.
- Interest Rate: 10% per annum.
- Maturity Date: November 18, 2017.
- Conversion Terms: The note may automatically convert into the next private placement held by the company (assuming acquisition of Knight Knox) prior to maturity. Conversion includes principal and accrued interest at a 30% discount, subject to a minimum investment of $500,000.
Liquidity, margins, and other operational financial metrics are not disclosed in this text.
Material Changes
The filing details significant changes in corporate governance and ownership structure effective November 18, 2016:
- Executive Resignation: James Manley resigned from all positions, including President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director. The resignation was not due to any disagreement with the company.
- Executive Appointment: Peter O'Brien was appointed to all aforementioned positions (President, CEO, CFO, Secretary, Treasurer, and Director).
- Change in Control: Peter O'Brien acquired all 6,000,000 shares of common stock previously owned by James Manley in a private transaction. This acquisition represents 79% of the company's issued and outstanding common stock. James Manley holds no additional shares.
Outlook, Risks, and Management Commentary
Management Commentary: The company states that Peter O'Brien's background in e-commerce recruitment, including founding profitable firms and experience with HSBC International and Medacs Healthcare, qualifies him to serve as an officer and director. There were no reportable transactions between the company and Mr. O'Brien since the last fiscal year.
Risks and Contingencies: The filing highlights a contingent conversion feature on the new $30,000 note. The note converts into a private placement only if the company holds such a placement by the maturity date. If the conversion conditions are not met, the principal and interest are payable in a lump sum.
Investor Verification Checklist
- Verify the correct registrant name (Knight Knox Development Corp. vs. Artego Biosciences, Inc.) to ensure the correct entity is being analyzed.
- Confirm the status of the proposed private placement required for the automatic conversion of the $30,000 promissory note.
- Review the company's capitalization table to validate that Peter O'Brien's 6,000,000 shares represent 79% of outstanding stock.
- Investigate the company's current liquidity position to assess its ability to repay the $30,000 note plus interest if the conversion option is not exercised.
- Check for any subsequent filings regarding the acquisition of Knight Knox mentioned in the conversion terms.