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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/23/17 Ehave, Inc. 20-F/A 12/31/16 48:2.5M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 20-F/A Amendment No. 1 HTML 49K
8: R1 Document And Entity Information HTML 41K
9: R2 Balance Sheets HTML 80K
10: R3 Balance Sheets (Parenthetical) HTML 20K
11: R4 Statements of Operations and Other Comprehensive HTML 75K
Income
12: R5 Statements of Cash Flows HTML 72K
13: R6 Statement of Stockholders’ Deficit HTML 51K
14: R7 Summary of Significant Accounting Policies HTML 42K
15: R8 Going Concern HTML 22K
16: R9 Fair Value Measurements and Disclosures HTML 18K
17: R10 Related Party Transactions HTML 33K
18: R11 Convertible Notes HTML 23K
19: R12 Stock Based Compensation HTML 155K
20: R13 Development Grant HTML 20K
21: R14 Income Taxes HTML 32K
22: R15 Commitments HTML 21K
23: R16 Subsequent Events HTML 19K
24: R17 Summary of Significant Accounting Policies HTML 71K
(Policies)
25: R18 Related Party Transactions (Tables) HTML 29K
26: R19 Stock Based Compensation (Tables) HTML 160K
27: R20 Income Taxes (Tables) HTML 27K
28: R21 Summary of Significant Accounting Policies HTML 22K
(Details Textual)
29: R22 Going Concern (Details Textual) HTML 29K
30: R23 Related Party Transactions (Details) HTML 19K
31: R24 Related Party Transactions (Details Textual) HTML 25K
32: R25 Convertible Notes (Details Textual) HTML 48K
33: R26 Stock Based Compensation (Details) HTML 23K
34: R27 Stock Based Compensation (Details 1) HTML 47K
35: R28 Stock Based Compensation (Details 2) HTML 24K
36: R29 Stock Based Compensation (Details 3) HTML 33K
37: R30 Stock Based Compensation (Details 4) HTML 37K
38: R31 Stock Based Compensation (Details 5) HTML 25K
39: R32 Stock Based Compensation (Details 6) HTML 24K
40: R33 Stock Based Compensation (Details Textual) HTML 27K
41: R34 Development Grant (Details Textual) HTML 20K
42: R35 Income Taxes (Details) HTML 24K
43: R36 Income Taxes (Details Textual) HTML 20K
44: R37 Commitments (Details Textual) HTML 30K
45: R38 Subsequent Events (Details Textual) HTML 38K
47: XML IDEA XML File -- Filing Summary XML 85K
46: EXCEL IDEA Workbook of Financial Reports XLSX 41K
2: EX-101.INS XBRL Instance -- ehvvf-20161231 XML 773K
4: EX-101.CAL XBRL Calculations -- ehvvf-20161231_cal XML 89K
5: EX-101.DEF XBRL Definitions -- ehvvf-20161231_def XML 477K
6: EX-101.LAB XBRL Labels -- ehvvf-20161231_lab XML 522K
7: EX-101.PRE XBRL Presentations -- ehvvf-20161231_pre XML 540K
3: EX-101.SCH XBRL Schema -- ehvvf-20161231 XSD 88K
48: ZIP XBRL Zipped Folder -- 0001144204-17-029048-xbrl Zip 76K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
| ¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended December 31, 2016 |
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from ___________ to ___________ __________ |
OR
| ¨ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Date of event requiring this shell company report |
Commission file number: 333-207107
EHAVE, INC
(Exact name of Registrant as specified in its charter
and translation of Registrant’s name into English)
Canada
(Jurisdiction of incorporation or organization)
2020 Winston Park Drive, Suite 201
Oakville, Ontario, Canada L6H 6X7
(Address of principal executive offices)
Prateek Dwivedi, Chief Executive Officer
2020 Winston Park Drive, Suite 201
Oakville, Ontario, Canada L6H 6X7
+1(905)362-1499
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Shares, no par value
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period covered by the annual report: 44,359,162 common shares as at December 31, 2016
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
C:
If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)
| Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer x | Emerging growth company x |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ¨
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| US GAAP | International Financial Reporting Standards as issued by the International Accounting Standards Board | Other |
| x | ¨ | ¨ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 ¨ Item 18 ¨
If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
C:
EXPLANATORY NOTE
Ehave, Inc. (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to the Company’s Annual Report on Form 20-F for the year ended December 31, 2016, filed with the Securities and Exchange Commission on May 16, 2017 (the “Original Filing”), solely to file Exhibit 101 to the Form 20-F in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the financial statements and related notes from the Form 20-F formatted in eXtensible Business Reporting Language (“XBRL”) and to amend “Item 19. Exhibits” to reflect filing of Exhibit 101.
This Amendment does not modify or update any other items or disclosures contained in the Original Filing and does not reflect events occurring after the date of the Original Filing. This Amendment consists solely of the cover page, this explanatory note, exhibit index and the exhibits filed herewith.
C:
ITEM 19. EXHIBITS.
The following exhibits are filed as part of this annual report:
| Exhibit Number |
Description | |
| 1.1 | Articles of Incorporation (1) | |
| 1.2 | Articles of Amendment to the Articles of Incorporation dated November 30, 2011 (2) | |
| 1.3 | Articles of Amendment to the Articles of Incorporation dated May 13, 2015 (3) | |
| 1.4 | Articles of Amendment to the Articles of Incorporation dated June 26, 2015 (4) | |
| 1.5 | Articles of Amendment to the Articles of Incorporation dated November 4, 2015 (5) | |
| 1.6 | Bylaws No. 2 (6) | |
| 4.1 | Form of Convertible Loan Agreement (7) | |
| 4.2 | Securities Purchase Agreement, dated July 7, 2015, between the Company and the purchasers identified therein (8) | |
| 4.3 | Form of Secured Convertible Note, dated July 7, 2015 (9) | |
| 4.4 | Form of Common Stock Purchase Warrant, dated July 7, 2015 (10) | |
| 4.5 | Form of Lock Up Agreement (11) | |
| 4.6 | License Agreement, dated April 24, 2015, between the Company and The Governing Counsel of the University of Toronto (12) | |
| 4.7 | Form of Subscription Agreement (13) | |
| 4.8 | Office Suite License and Services Agreement, effective November 1, 2015, between iQ Univeristy LP and the Company (14) | |
| 4.9 | Form of Warrant sold in the registered public offering (15) | |
| 4.10 | Services Agreement, dated February 1, 2016 with Artimetrix Software Inc. (16) | |
| 4.11 | Consulting Agreement, dated August 3, 2015 with 8121346 Canada Inc. (17) | |
| 4.12 | Amendment to Consulting Agreement, dated February 1, 2016 with 8121346 Canada Inc. (18) | |
| 4.13 | Master Services Agreement, dated December 8, 2015 with Blog Inc LLC (dba Cress & Company) (19) | |
| 4.14* | Executive Employment Agreement, dated July 25, 2016, between the Company and its President and CEO, Prateek Dwivedi | |
| 4.15* | Executive Employment Agreement, dated December 1, 2016, between the Company and its Chief Technology Officer, David Goyette | |
| 4.16* | Offer to Sublease, dated January 30, 2017, between the Company and Home Trust Company | |
| 4.17* | API Integration & Distribution Agreement dated December 13, 201,6 between the Company and MHS | |
| 4.18* | Letter of Agreement, dated November 1, 2017, between the Company and Tiberend Strategic Advisors, Inc. | |
| 4.19* | Stock Option Plan, approved on January 12, 2017, at the Annual and Special Meeting of Shareholders | |
| 4.20 | Note and Warrant Purchase Agreement, dated as of November 14, 2016 (20) |
C:
| 4.21 | Form of Convertible Promissory Note (21) | |
| 12.1* | Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 12.2* | Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 13.1* | Certificate of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 13.2* | Certificate of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS‡ | XBRL Instance Document | |
| 101.SCH‡ | XBRL Taxonomy Extension Schema Document | |
| 101.CAL‡ | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF‡ | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB‡ | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE‡ | XBRL Taxonomy Extension Presentation Linkbase Document |
* Previously filed with the Original Filing.
‡ Provided herewith.
| (1) | Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015. |
| (2) | Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015. |
| (3) | Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015. |
| (4) | Incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015. |
| (5) | Incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015. |
| (6) | Incorporated by reference to Exhibit 3.5 to the Form 6-K filed with the SEC on January 12, 2017. |
| (7) | Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form F-1 filed with the SEC on September 24, 2015. |
| (8) | Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form F-1 filed with the SEC on September 24, 2015. |
| (9) | Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form F-1 filed with the SEC on September 24, 2015. |
| (10) | Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form F-1 filed with the SEC on September 24, 2015. |
| (11) | Incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form F-1 filed with the SEC on September 24, 2015. |
| (12) | Incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015. |
| (13) | Incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form F-1/A filed with the SEC on December 18, 2015. |
| (14) | Incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015. |
| (15) | Incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form F-1/A filed with the SEC on December 18, 2015. |
| (16) | Incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form F-1/A filed with the SEC on March 11, 2016. |
| (17) | Incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form F-1/A filed with the SEC on March 11, 2016. |
| (18) | Incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form F-1/A filed with the SEC on March 11, 2016. |
| (19) | Incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form F-1/A filed with the SEC on March 11, 2016. |
| (20) | Incorporated by reference to Exhibit 99.1 to the Form 6-K filed with the SEC on November 23, 2016. |
| (21) | Incorporated by reference to Exhibit 99.2 to the Form 6-K filed with the SEC on November 23, 2016. |
C:
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing this Amendment No. 1 to Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to Form 20-F on its behalf.
Date: May 23, 2017
EHAVE, INC.
| /s/ Prateek Dwivedi | /s/ Scott Leonard Woodrow | |
| Prateek Dwivedi | Scott Leonard Woodrow | |
| Chief Executive Officer | Chief Financial Officer |
C:
| This ‘20-F/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 11/1/17 | ||||
| Filed on: | 5/23/17 | |||
| 5/16/17 | 20-F | |||
| 1/30/17 | ||||
| 1/12/17 | 6-K | |||
| For Period end: | 12/31/16 | 20-F, NT 20-F | ||
| 12/1/16 | ||||
| 11/23/16 | 6-K | |||
| 11/14/16 | ||||
| 7/25/16 | ||||
| 3/11/16 | F-1/A | |||
| 2/1/16 | ||||
| 12/18/15 | F-1/A | |||
| 12/8/15 | ||||
| 11/16/15 | F-1/A | |||
| 11/4/15 | ||||
| 11/1/15 | ||||
| 9/24/15 | F-1 | |||
| 8/3/15 | ||||
| 7/7/15 | ||||
| 6/26/15 | ||||
| 5/13/15 | ||||
| 4/24/15 | ||||
| 4/5/12 | ||||
| 11/30/11 | ||||
| List all Filings | ||||