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): June 29, 2022

RAYONT INC.

(Exact name of registrant as specified in its charter)

228 Hamilton Avenue, 3rd Floor, Palo Alto,

California, 94301

1 (855) 801-9792

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

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

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

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

On June 29, 2022, pursuant to an Asset Sale Agreement (the “Agreement”), Rayont (Australia) Pty Ltd and Rayont International (Labuan) Ltd, both wholly- owned subsidiaries of Rayont Inc, the Registrant, (hereinafter collectively referred to as the “Seller” ) sold and transferred its license for the Next Generation Photo Dynamic Therapy (“NGPDT”) for Sub-Sahara Africa and its related equipment to Nova Medical Group Pty Ltd. (the “Buyer”), for total consideration of USD $3,500,000 (the “Purchase Price”). The Purchase price consists to $2,500,000 for the license and $1,000,000 for the research equipment associated with the license. The Purchase Price is evidenced by a Loan Agreement dated June 29, 2022 (the “Loan”), from the Buyer to the Sellers in the total amount of $3,500,000 and payable in 36 equal monthly installments, with interest at 8%, commencing on July 31, 2022. The Loan Agreement is secured by a Security Agreement dated June 29, 2022, securing payment of the Loan by all of the assets of the Buyer. The sale of the license and equipment will allow the Registrant to concentrate on its other alternative medical products and procedures business, while at the same time improving its cash and liquidity positions.

The foregoing description of the Asset Sale Agreement, the Loan Agreement and the Security Agreement do not purport to be complete and is qualified in their entirety by reference to the complete text of the documents, which are filed as exhibits to this report and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On June 29, 2022, the Registrant issued a press release announcing the sale of the NGPDT license and equipment thereto, to Nova Medical Group Pty Ltd. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.

The information furnished pursuant to Item 7.01, including Exhibits 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing of Basic’s under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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, hereunto duly authorized.

EXHIBIT 10.1

ASSET SALE AGREEMENT

Dated 29 June 2022

PARTIES

RAYONT (AUSTRALIA) PTY LTD ACN 609 893 307

(“Asset Seller”)

AND

RAYONT INTERNATIONAL (LABUAN) LTD

(“Licence Seller”)

AND

NOVA MEDICAL GROUP PTY LTD ACN 653 914 133

(“Buyer”)

AND

KUAN HENG CHEN

(“Guarantor”)

Level 6, RSL Centre

9 Beach Road

SURFERS PARADISE QLD 4217

Tel: 07 5570 9500

Fax: 07 5592 2007

Email: jmuir@steindls.com.au

Ref: MJJ: JA:220599

INTRODUCTION

IT IS AGREED

In this Agreement:

Agreement means this Asset Sale Agreement entered into by the parties.

Agreement Date means the date of this Agreement.

Asset means NGPDT Multi Frequency Laser Machine, Wan Trading and WWS Horizon held by the Asset Seller.

Asset Purchase Price means $1,000,000.00 USD.

Business Day means a day on which banks open for trading in Queensland, excluding Saturdays, Sundays and public holidays.

Completion Date means the date which is 14 days after the Agreement Date;

Corporations Act means the Corporations Act 2001 (Cth).

Government Agency means a government or government department, a governmental, semi-governmental or judicial person and a person (whether autonomous or not) charged with administration of any applicable law.

GST and GST Law mean the same as in the A New Tax System (Goods & Services Tax) Act 1999 (Cth) and words and expressions defined in the GST Law have the same meaning in clauses concerning GST.

Licence means any cancer treatment technology license held by the Licence Seller.

Licence Purchase Price means $2,500,000.00 USD.

Loss or Claim means, in relation to any person:

Notice has the meaning set out in clause 8.1.

PPSA means the Personal Property Securities Act 2009 (Cth).

PPSR means the Personal Property Securities Register established and maintained under the PPSA.

Purchase Price means the sum of the Asset Purchase Price and the Licence Purchase Price.

Security Interest means:

Sellers means both the Asset Seller and the Licence Seller.

Tax means any tax, levy, impost, deduction, charge or duty of any kind and whether direct or indirect, (and any related interest, penalty, fine or costs in connection with any of them) levied or imposed by any Government Agency.

Warranty means each of the warranties and representations referred to in clause 5 and schedule 1.

In this Agreement unless the context otherwise requires:

In this Agreement headings are for convenience of reference only and do not affect interpretation.

The Buyer acknowledges and agrees that:

On the Agreement Date:

Until Completion Date, the Asset Seller and Licence Seller must:

The Buyer must treat any information obtained under this Agreement as confidential.

The Licence Seller must take all reasonable steps to assist the Buyer by signing any documents or abiding by reasonable requests to give effect to the transfer of the Licence that shall occur as from the Agreement Date.

The Buyer has the sole obligation from the Agreement Date to:

Within two business days of the Agreement Date the Buyer and Guarantor must:

Then:

The Buyer warrants and represents to the Asset Seller and Licence Seller, as an inducement to the Asset Seller and Licence Seller to enter into this Agreement and to sell the Assets and Licence, and it is a condition of this Agreement that, at the Agreement Date:

Each party must treat the existence and terms of this Agreement confidentially.

Where this Agreement provides that a party must treat any information confidentially, that party must not, and must ensure that any person who receives the information by the party’s authority does not, until Completion:

Unless otherwise specified in this Agreement, each party bears, and is responsible for, its own costs in connection with the preparation, execution, completion and carrying into effect of this agreement.

The Buyer bears, and is responsible for, all transfer (stamp) duty relating to:

A notice, consent, approval or other communication (Notice) under this Agreement must be in writing, signed by or on behalf of the person giving it, addressed to the person to whom it is to be given and:

A Notice given to a party in accordance with this clause 8 is treated as having been given and received:

All payments must be paid by bank cheque, electronic or telegraphic transfer to an account or accounts nominated by the Seller or otherwise in cleared funds and without any deduction, set off or counter claim of any nature, unless otherwise agreed in writing by the parties.

This Agreement may only be amended in writing, signed by the parties.

This Agreement is the entire agreement of the parties on the subject matter. All representations, communications and prior agreements in relation to the subject matter are merged in and superseded by this Agreement.

Any provision in this Agreement which is invalid or unenforceable in any jurisdiction:

so as to be valid and enforceable in that jurisdiction.

Before Completion, no party may assign or transfer any of its rights or obligations under this Agreement without the prior consent in writing of all the other parties.

No provision of this Agreement:

This Agreement may be executed in any number of counterparts and all of those counterparts taken together constitute one and the same instrument.

This Agreement may be executed by any and all parties by way of electronic signature, and if so, must be considered an original. This Agreement may be executed and delivered by email and the parties agree that such scanned execution and email delivery must have the same force and effect as delivery of an original document with original signatures, and that each party may use such scanned signatures as evidence of the execution and delivery of this Agreement by all parties to the same extent that an original signature could be used.

This Agreement is governed by the law in force in Queensland.

The parties submit to the non-exclusive jurisdiction of the courts of Queensland and any courts which may hear appeals from those courts in respect of any proceedings in connection with this Agreement.

Executed as an agreement:

Executed by RAYONT (AUSTRALIA) PTY LTD ACN 609 893 307 in accordance with section 127 of the Corporations Act 2001 (Cth):
Director Signature		Director Signature
Ali Kasa
Print Name		Print Name
29 June 2022
Date		Date

Executed by RAYONT INTERNATIONAL (L) LTD in accordance with its Constitution:
Director Signature		Director Signature
Ali Kasa
Print Name		Print Name
29 June 2022
Date		Date

Executed by NOVA MEDICAL GROUP PTY LTD ACN 653 914 133 in accordance with section 127 of the Corporations Act 2001 (Cth):
Director Signature		Director Signature
Kuan Heng Chen
Print Name		Print Name
29 June 2022
Date		Date

Executed by KUAN HENG CHEN in the presence of: JAMES KENNETT
Signature		Signature – Kuan Heng Chen
James Kennett
Print Name
29 June 2022
Date		Date

SCHEDULE 1 Seller’s warranties

EXHIBIT 10.2 

Loan Agreement

THIS DEED dated 29 day of June 2022

BETWEEN

Contents

Summary

Additional agreements (it is agreed that amendments or additions to the operative part will be recorded here)

Operative part

At the request of the guarantor (if any) the lender agrees to advance to the borrower the amount of the loan on the terms of this deed.

The borrower must make repayments of the loan on the dates set out in the summary and must pay the balance remaining on or before the date of repayment set out in the summary.

The borrower must make payments of interest on the dates set out in the summary and must pay all outstanding interest on or before the date of repayment set out in the summary

Compounding

For the purposes of calculation of interest, the loan balance shall include the amount outstanding including all unpaid interest and all other amounts then due under this deed.

Rate discount for on time payments

In each month that all payments due under this deed are made on or before the due date, interest shall be calculated by applying the lower rate to the loan balance.

In each month that a payment due under this deed is not made on or before the due date, interest shall be calculated by applying the higher rate to the loan balance.

In the event one or more payments are overdue, notwithstanding the borrower may seek to specify that a payment is a payment in respect of a specific month, all payments shall be credited to such overdue payments before being credited to presently due payments.

If the summary specifies this is a fixed interest loan, interest shall be calculated by applying the rates specified in the summary to the loan balance.

If the summary specifies the interest rate is variable, subject to the following clause, each change in interest rate shall take effect on the date the Reserve Bank of Australia publishes a change in the Cash Target Rate.

The lender must notify the borrower of each interest rate change within 14 days of such change. If the lender fails or chooses not to so notify the borrower of an interest rate increase within 14 days of publication by the Reserve Bank of an increase in the Target Cash Rate, that interest rate increase shall not apply.

The lender may recalculate the instalments payable by the borrower if there is an alteration to the rate of interest payable or if there is any further advance or any other money become payable.

The lender shall recalculate the instalments payable so as to ensure, as nearly as practicable, that the amount of the loan and interest thereon will be repaid to the lender on the due date.

In the event that instalments are not recalculated then any additional interest payable shall be capitalized monthly.

The lender shall give notice in writing to the borrower of any recalculation and upon receipt of such notice the borrower shall pay to the lender the instalments as recalculated by the lender.

If the borrower pays to the lender payments in excess of those then due and the lender accepts them, those payments shall be credited to the borrower’s account with the lender but the borrower’s obligation to make any succeeding payment on the due date for payment shall not be altered.

The commencing interest rates are as specified in the summary

In addition to making payments of the amount of the loan and interest as provided for in this deed the borrower may pay multiples of the amount shown in the summary in reduction of the loan balance on any due day for payment of an instalment of interest.

The borrower may repay the whole of the loan balance at any time on payment of interest to the end of the then current month together with the additional interest set out in the summary.

From time to time the borrower and the lender may agree in writing to the making of further advances on such terms as to interest and repayments as are agreed. Such writing shall form part of this deed and all rights and obligations relating to such further advances shall be the same as those contained in this deed.

The borrower is personally liable for the obligations in this deed and its liability is not limited due to the borrower acting as a trustee.

Nothing shall prejudice, affect or in any way limit the personal liability of the borrower under this deed.

The guarantor warrants that before execution of this deed the guarantor sought such advice as the guarantor considered necessary to fully understand this guarantee and in particular the financial consequences for the guarantor of default by the mortgagor. The guarantor has satisfied itself as to the financial position of the mortgagor and the mortgagor’s capacity to service this loan and comply with the mortgagor’s obligations under this deed.

The guarantor hereby guarantees to the mortgagee the due and punctual performance of all the obligations of the mortgagor contained or implied in this deed and hereby indemnifies the mortgagee against all losses, expenditure, costs and expenses of whatever nature suffered or incurred directly or indirectly by the mortgagee in recovering the principal sum, interest and all other amounts that may become due under this deed or the mortgage.

Unless otherwise stated in the summary this guarantee does not extend to include the principal and interest of any further advances made after the date of this deed.

Unless otherwise stated in the summary this guarantee does not extend to include the principal and interest of any redraws made after the date of this deed.

If the summary specifies a limit to the guarantee then this guarantee is limited to that amount.

This guarantee and indemnity is continuing and irrevocable and the obligations of the guarantor are absolute and unconditional in all circumstances and must continue notwithstanding that there is any change to the constitution, membership or board of the mortgagor.

This guarantee continues despite the payment of any part of the amount owing and despite any time or other concession or compromise extended by the mortgagee to the mortgagor or any other person.

The guarantor hereby consents to any variation of this deed by extension of the period for repayment of the amount owing.

This guarantee and indemnity is a principal obligation and is not to be treated as ancillary or collateral to any obligation to the intent that this guarantee and indemnity will be enforceable notwithstanding that any of the deeds and other obligations arising between the mortgagee and the mortgagor are in whole or part unenforceable for any reason.

Except as provided below this guarantee will not be affected by the neglect or omission of the mortgagee to enforce any of its rights in relation to this or any other security or releasing any security in whole or in part or if the mortgagor dies or becomes of unsound mind or bankrupt or being a company goes into liquidation or any other obligation for any reason becoming unenforceable in whole or in part.

The mortgagee shall not exercise its rights against any security provided by the guarantor before first exercising its rights against security provided by the mortgagor.

In the event any one or more of the default events set out below shall occur, the lender may by notice in writing to the borrower require the borrower to immediately repay the amount of the loan and accrued interest. For the purposes of this clause the following are events of default:

(a) Failure by the borrower to comply with any of the covenants express or implied in this deed;

(b) Failure by the borrower in the due and punctual payment of any money as payment falls due under this deed;

(c) Being a trustee the borrower without the prior consent of the lender ceases to be the trustee;

(d) The borrower becoming bankrupt or being a corporation going into liquidation;

(e) If the borrower is a company, a change in the ownership of shares attaching more than 50% of the voting rights.

The borrower agrees as an independent obligation which will not merge in any judgment, to pay interest on any judgment or order for the payment of all or any part of the money secured at either the rate payable under the judgment or at the higher rate specified in the summary, whichever is the greater.

If any provision of this deed is invalid due to the operation of any statute or rule of law, then such provision is severed from this deed.

The borrower indemnifies the lender against all liabilities arising out of the lender’s exercise of its powers under this deed and against any actions or proceedings against the lender in respect of any action or omission by the lender whilst exercising the lender’s powers. Any money received by the lender may be used to give effect to this indemnity.

The lender will not be liable for any loss arising out of the exercise of any of the lender’s powers.

All costs, fees and expenses including legal expenses on a full indemnity basis in connection with the negotiation, preparation, execution, and stamping of this deed and the exercise of the powers of the lender on default, are payable by the borrower to the lender on demand.

The borrower agrees that they have sought such financial and legal advice as they considered appropriate for an understanding of this deed before entering into it.

A notice or other communication to a party must be in writing and delivered to that party in one of the following ways:

This deed is governed by the law of the state in which the lender is located and the parties submit to the non-exclusive jurisdiction of the courts of that state.

In the interpretation of this deed:

EXECUTION PAGE

EXECUTED AS A DEED

SIGNED BY Rayont (Australia) Pty Ltd ACN 609 893 307 in accordance with section 127 of the Corporations Act:	) )
		Sole Director

SIGNED BY Rayont International (Labuan) Ltd by its Sole Director:	) )
		Sole Director

SIGNED BY Nova Medical Group Pty Ltd ACN 653 914 133 in accordance with section 127 of the Corporations Act:	) )
		Director

SIGNED by Kuan Heng Chen in the presence of: James Kennett	) )
		Kuan Heng Chen

EXHIBIT 10.3

NOVA MEDICAL GROUP PTY LTD ACN 653 914 133

(Grantor)

AND

RAYONT (AUSTRALIA) PTY LTD ACN 656 670 736 and RAYONT INTERNATIONAL

(LABUAN) LTD

(Secured Party)

SECURITY AGREEMENT

Steindls Lawyers & Notary

Level 6, 9 Beach Road

SURFERS PARADISE QLD 4217

Phone: 07 5570 9500

Fax: 07 5592 2007

Email: law@steindls.com.au

Ref: MJJ:JA:220599

Table of contents

THIS AGREEMENT dated 29 day of June 2022

BACKGROUND

OPERATIVE PART

The following expressions wherever occurring in this agreement, unless the context otherwise requires, mean:

This agreement is governed by the laws of Queensland and the parties submit to the non-exclusive jurisdiction of the courts of that state.

In the interpretation of this agreement:

The grantor:

The parties otherwise agree that this Deed constitutes a security agreement for the purpose of the PPS Act and entitles the secured party to attend to Registration and to charge any other property of the charge referred to in the collateral.

The security interest created by the Deed extends to any and all proceeds of the collateral.

4.1 Except to the extent that the secured obligation may otherwise provide, the grantor agrees that it shall pay to the secured party all amounts and any interest payable that is due to the secured party under the secured obligation.

The grantor must;

SCHEDULE

Execution page

SIGNED AS AN AGREEMENT

EXHIBIT 99.1

Rayont Inc- RAYT- Announces the Sale of NGPDT License for Sub-Sahara Africa and equipment to Nova Medical Group Pty Ltd.Press Release | 06/29/2022

Palo Alto, California, June 29, 2022 (GLOBE NEWSWIRE) — Rayont Inc. (“Rayont” or the “Company”) (OTC QB: RAYT), an international healthcare company specializing in the manufacturing, distribution of alternative medicine products and services across the entire value chain, announced that on 29 of June 2022 it has signed the Asset Sale Agreement for sale of Next Generation Photo Dynamic Therapy (NGPDT) License for Sub-Sahara Africa and its equipment.

The sale as described in Asset Sale Agreement between Rayont (Australia) Pty Ltd (“Asset Seller”), Rayont International (L) Limited (“License Seller”) and Nova Medical Group Pty Ltd (“Buyer”) is for a consideration of USD 3,500,000 or equivalent to AUD 5,000,000 where the consideration is split as follows:

The company shall file an 8K with The Securities and Exchange Commission within time required to disclose the details of the deal.

“The decision to sell NGPDT License and equipment was a difficult one given the promise the technology could offer to cancer patients. This sale following the sale of Rayont Technologies earlier this year is a clear indication of our strategic intent to focus of Complementary Alternative Medicine and profit generating assets within the segment. The cash to be generated over time from this sale improves the cash position and liquidity of Rayont Group” said Rayont’s President & CEO, Ms Marshini Aliya Moodley.

About Rayont Inc.

Rayont, Inc. (RAYT) is a public traded company incorporated in Nevada, USA since its inception in 2011. In 2018, the Company repositioned itself to focus on healthcare including the manufacturing and, distribution of alternative medicine products and services across the entire value chain.

Over past few year the Company has built a portfolio of businesses focusing on natural and alternative medicine products and services, personalized healthcare for patients based on scientific reliable tests aimed to provide positive results to improve the patients` healthcare and quality of life.

For further information, please visit www.rayont.com

SAFE HARBOR

Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933, are subject to Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbors created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and other results and further events could differ materially from those anticipated in such statements. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.

Company Contact:

Investor Relations

ir@rayont.com