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Advanced Voice Recognition Systems, Inc (AVOI) SEC Filing 8-K Material Event for the period ending Friday, January 28, 2022

Advanced Voice Recognition Systems, Inc

CIK: 1342936 Ticker: AVOI

 

 

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) January 28, 2022

 

ADVANCED VOICE RECOGNITION SYSTEMS, INC.

 

(Exact name of registrant as specified in its charter)

 

Nevada

000-1342936

98-0511932

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

 

7659 E. Wood Drive

Scottsdale, Arizona 85260

(Address of principal executive offices)

 

(480) 704-4183

Registrant’s telephone number, including area code

 

N/A

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

 

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 (see General Instruction A.2. below):

 

☐ 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

Name of each exchange

on which registered

Common Stock, $.001 par value per share

AVOI

NONE

 

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

 

The information provided in Item 3.02 below is incorporated herein by reference.

 

Item 3.02.  Unregistered Sales of Equity Securities

 

On January 26, 2022, Advanced Voice Recognition Systems, Inc. (the “Company”) entered into a Stock Purchase Agreements (the “Stock Purchase Agreement”) with one private investor.  Pursuant to the Stock Purchase Agreement, on January 28,2022, the Company sold an aggregate of 333,334 shares of common stock at a purchase price of $0.015 per share for a total of $5,000. 

 

The Company paid no underwriting discounts or commissions.  A copy of the form of stock purchase agreement is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

 

These issuances are granted based on exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state laws pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D.  These issuances qualified for this exemption from registration because (i) the Investors are “accredited investors” as that term is defined in Regulation D promulgated under the Securities Act; (ii) the Company did not engage in any general solicitation or advertising to market the securities; (iii) the Investors were provided the opportunity to ask questions and receive answers from the Company regarding the issuance; (iv) the securities were issued to a person with knowledge and experience in financial and business matters so that he is capable of evaluating the merits and risks of an investment in the Company; and (v) the Investors will receive “ restricted securities.”

 

Item 9.01         Financial Statements and Exhibits.

 

Exhibit 10.1 Form of Stock Purchase Agreement

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

ADVANCED VOICE RECOGNITION SYSTEMS, INC.

 
 

 
 

 
 

 

Dated: February 1, 2022

By:  

 /s/ Walter Geldenhuys

 

 

Name: Walter Geldenhuys

 

Title: President, Chief Executive Officer & Chief Financial Officer


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Advanced Voice Recognition Systems, Inc provided additional information to their SEC Filing as exhibits

Ticker: AVOI
CIK: 1342936
Form Type: 8-K Corporate News
Accession Number: 0001376474-22-000082
Submitted to the SEC: Tue Feb 01 2022 3:11:21 PM EST
Accepted by the SEC: Tue Feb 01 2022
Period: Friday, January 28, 2022
Industry: Crude Petroleum And Natural Gas
Events:
  1. Financial Exhibit
  2. New Agreement
  3. Unregistered Sales

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