Amended Current Report Filing (8-k/a)
25 Agosto 2020 - 7:22AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K/A
Amendment
No. 2
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
April
27, 2020
Date
of Report (Date of earliest event reported)
World
Health Energy Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
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000-30256
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59-2762023
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1825
NW Corporate Blvd. Suite 110, Boca Raton, FL 33431
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (561) 870-0440
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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EXPLANATORY
NOTE
World
Health Energy Holding, Inc. (the “Company”) previously filed a Current Report on Form 8-K with the Securities and
Exchange Commission on April 30, 2020 to announce completion of the previously disclosed Agreement and Plan of Merger (the “Merger
Agreement”) among the Company, R2GA, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Sub”),
UCG, Inc., a Florida corporation (“Seller”), SG 77 Inc., a Delaware corporation and wholly-owned subsidiary of Seller
(“SG”), and RNA Ltd., an Israeli company and a wholly owned subsidiary of SG (“RNA”). Under the terms
of the Merger Agreement, R2GA merged with and into SG, with SG remaining as the surviving corporation and a wholly-owned subsidiary
of the Company (the “Merger”). The Company indicated in the initial Form 8-K that it would file the financial statements
of UCG (“UCG”) and pro forma financial information required under Item 9.01 under cover of Form 8-K/A. The Company
filed the financial information under cover of Form 8-K/A dated July 30, 2020 (the “Form 8-K/A”).
At
the request of the staff of the Securities and Exchange Commission, the Form 8-K/A is being further amended to include
the financial information for UCG, Inc. as of March 31, 2020.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired.
The
following financial statements of UCG are being filed as exhibits to this Amendment No. 1:
Exhibit
99.1 – UCG’s unaudited consolidated financial statements, including UCG’s consolidated balance sheets as of
March 31, 2020 and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for
the three months ended March 31, 2020 and notes to Financial Statements.
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 hereto duly authorized.
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Date:
August 25, 2020
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World
Health Energy Holdings, Inc.
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By:
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/s/
Giora Rozensweig
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Interim
Chief Executive Officer
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World Health Energy (PK) (USOTC:WHEN)
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