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~~February 2924, ~~2022~~2023

RAYONT INC.

(Exact name of registrant as specified in its charter)

Nevada

000-56020

27-5159463

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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)

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:

☐	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(s)		Name of each exchange on which registered
Common Stock, par $0.001 per share		RAYT		OTC Markets Group

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 ☐~~

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 15.0102 ~~Entry~~Election ~~into~~of aDirectors; ~~Material~~Appointment ~~Definitive~~of ~~Agreement~~Certain Officers; Compensatory Arrangements of Certain Officers

On ~~June~~February 2923, ~~2022,~~2023 ~~pursuant~~in ~~to an Asset Sale Agreement (~~the ~~“Agreement”),~~best ~~Rayont~~interests ~~(Australia) Pty Ltd and Rayont International (Labuan) Ltd, both wholly- owned subsidiaries~~ of ~~Rayont Inc,~~ the ~~Registrant~~Company, ~~(hereinafter collectively referred to as~~ the ~~“Seller” )~~Board ~~sold~~appointed ~~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~~Mr. ~~(the~~Bedri ~~“Buyer”)~~Thartori, ~~for~~Nara ~~total~~Chan ~~consideration of USD $3,500,000 (the “Purchase Price”). The Purchase price consists to $2,500,000 for the license~~ and ~~$1,000,000~~Neelam ~~for~~Nadani ~~the~~Goundar ~~research equipment associated with the~~as ~~license.~~Directors ~~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~~Company. 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~~Bedri ~~foregoing~~Thartori ~~description~~is ofa ~~the~~graduate ~~Asset~~of ~~Sale~~Agronomy ~~Agreement,~~from ~~the~~University ~~Loan~~of ~~Agreement~~Tirana, ~~and~~Albania. ~~the~~He ~~Security~~continued ~~Agreement~~his dopost ~~not~~graduate ~~purport~~studies toby beobtaining ~~complete~~a ~~and is~~professional ~~qualified~~certificate in ~~their~~Training ~~entirety~~and byManagement, ~~reference~~and toAdvanced ~~the~~Diploma ~~complete text~~ of ~~the documents~~Marketing, ~~which~~Sales ~~are~~& ~~filed as exhibits to this report and is incorporated herein by reference~~Management.

~~Item~~He 7started his career in Malaysia in 2005 as a fitness instructor with Fitness Network and in less than two years he became Chief Training Officer and Personal Trainer for high end members.01 ~~Regulation~~In FD2007 ~~Disclosure~~he founded Impressive Fitness, a boutique fitness training centre in Kuala Lumpur Malaysia. Bedri is Chief Executive Officer and Chief Trainer managing and responsible for overall business and designing as well as implementing tailor made fitness, nutritional and wellness programs for each member of Impressive Fitness Centre. With almost 20 years of experience in the fitness and wellness industry, Bedri is sought after personal trainer of entrepreneurs, CEOs and high net worth individuals.

OnSince ~~June~~April ~~29,~~2021 ~~2022,~~Bedri ~~the~~served ~~Registrant~~in ~~issued a press release announcing~~ the ~~sale~~board of ~~the~~Quantum ~~NGPDT~~Capital ~~license and equipment thereto~~Inc, toa ~~Nova~~fintech ~~Medical Group~~public ~~Pty~~traded ~~Ltd.~~company Atraining ~~copy~~on ofOTC ~~the~~Markets ~~press release is being furnished as Exhibit 99.1 hereto~~ and ishe ~~incorporated~~resigned from ~~into~~the ~~this~~Board ~~Item~~in ~~7.01~~October ~~by reference~~2022.

~~The~~Bedri ~~information~~joined ~~furnished~~Rayont ~~pursuant~~Inc toas ~~Item~~Independent ~~7.01,~~Director ~~including~~and ~~Exhibits~~Chairman ~~99.1, shall not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~Board ~~Exchange~~and ~~Act~~he ~~of 1934, as amended,~~ is ~~not~~member ~~subject to the liabilities~~ of ~~that~~Audit ~~section~~Committee and isChair ~~not deemed incorporated by reference in any filing~~ of ~~Basic’s under~~ the ~~Securities~~Nomination ~~Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference~~Committee.

~~Item~~Nara ~~9.01~~Chan ~~Financial~~is ~~Statements~~graduate ~~and~~of ~~Exhibits~~Mass Communication from University Science Malaysia where she obtained a Degree of Mass Communication.

~~(d)~~She ~~Exhibits~~started her career as a Broadcast Journalist in 2001 with the Center for Independent Journalism. Being passionate for health and fitness, she switched careers from journalist to fitness instructor in 2003 with Fitness Network.

Exhibit No.		Description
10.1		Asset Sale Agreement (License and Equipment) between Nova and the Registrant’ subsidiaries dated June 29, 2022.
10.2		Loan Agreement between Nova and the Registrant’ subsidiaries dated June 29, 2022.
10.3		Security Agreement between Nova and the Registrant’ subsidiaries dated June 29, 2022.
99.1		Press Release issued June 29, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

In Malaysia in 2005 Nara joined Kavaq Business Intelligence as Senior Sales & Marketing Executive where she got promoted to Sales & Marketing Manager. In 2007 she co-founded Impressive Fitness, a boutique fitness training centre in Kuala Lumpur Malaysia where she was responsible for member acquisition and experience as well as a Personal Trainer. During Covid -19 Nara started a fitness movement for ladies where she has recruited and coached more that 1000+ member who are active fitness, wellness and health online members.

Ms.Chan joined Rayont Inc as Independent Director and she is member of Audit Committee and Chair of the Compensation Committee.

Neelam Nadani Goundar is a graduate of Business Studies majoring in Finance from Massey University New Zealand where she obtained her Degree in Bachelor of Business Studies -Finance. Currently in the process of pursuing Certified Professional Accounting Course (CPA) in Australia and New Zeland. Neelam has more than 23 years’ professional experience starting her career with Exxon Mobil in New Zealand, New Zealand Immigration (Expat) in New Delhi, Australian High Commission (Expat) in New Delhi and the ACT Legislative Secretariat in Canberra. During 2000 and 2010 she worked in various positions namely Sales Accountant, Visa officer, Senior Visa officer and Finance officer. During the last 13 years from 2010 to present she has been serving as Accountant and Finance Manager with a number of companies in various industries such as mining, education, energy, coal export, retail, industrial products, aerospace, pharmaceutical, local government, building management, medical and roadside assistance.

Ms. Goundar joined Rayont Inc as Independent Director and she is Chair of Audit Committee and member of the Remuneration Committee.

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.

	RAYONT INC.
Dated: July 7, 2022	By:	/s/ Marshini Aliya Moodley
Dated: February 24, 2023	By:	/s/ Marshini Aliya Moodley
		Marshini Aliya Moodley
		CEO and President

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