Item - 1.01 Entry into a Material Definitive Agreement.
Cosmos Group Holdings Inc., a Nevada corporation ("we" or "us"), entered into an
Equity Purchase Agreement with Williamsburg Venture Holdings, LLC, a Nevada
limited liability company ("Investor"), pursuant to which the Investor agreed to
invest up to Thirty Million Dollars ($30,000,000) over a 36-month period in
accordance with the terms and conditions of that certain Equity Purchase
Agreement, dated as of December 31, 2021, by and between us and the Investor
(the "Equity Purchase Agreement"). During the term, the Company shall be
entitled to put to the Investor, and the Investor shall be obligated to
purchase, such number of shares of the Company's common stock and at such price
as are determined in accordance with the Equity Purchase Agreement. The per
share purchase price for the Williamsburg Put Shares will be equal to 88% the
lowest traded price of the Common Stock on the principal market during the five
(5) consecutive trading days immediately preceding the date which Williamsburg
received the Williamsburg Put Shares as DWAC Shares in its brokerage account (as
reported by Bloomberg Finance L.P., Quotestream, or other reputable source).
In connection with the Equity Purchase Agreement, the parties also entered into
a Registration Rights Agreement (the "Registration Rights Agreement") pursuant
to which the Company agreed to register with the SEC the common stock issuable
under the Equity Purchase Agreement, among other securities.
The foregoing descriptions of the Equity Purchase Agreement and the Registration
Rights Agreement are qualified in their entirety by reference to the Investment
Agreement and the Registration Rights Agreement, which are filed as Exhibits
10.1 and 10.2 to this Current Report and incorporated herein by reference.
Item - 9.01 Financial Statements and Exhibits.
(d) Exhibits
Number Exhibit
10.1 Equity Purchase Agreement, dated December 31, 2021, by and between
Cosmos Group Holdings Inc., and Williamsburg Venture Holdings, LLC
10.2 Registration Rights Agreement, dated December 31, 2021, by and
between Cosmos Group Holdings Inc., and Williamsburg Venture Holdings,
LLC
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
2
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