Item 1.01 Entry into a Material Definitive Agreement.
Common Stock Offering
Between
The SPAs contain representations and warranties, covenants and conditions, customary for transactions of this type.
The foregoing descriptions of the SPAs do not purport to be complete descriptions of the rights and obligations of the parties thereunder and are qualified in their entirety by reference to the full text of the form of SPA, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Stock Forfeiture
On
The foregoing description of the Stock Forfeiture Letter and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Stock Forfeiture Letter, a copy of which is attached hereto as Exhibit 10.2 and is incorporated by reference herein.
Item 3.02 Unregistered Sales of
To the extent required by this Item 3.02, the disclosure set forth in Item 1.01
above is incorporated herein by reference. The issuance of the Shares in the
Offering will not be registered under the Securities Act of 1933, as amended
(the "Securities Act"), in reliance on an exemption from registration (a) under
Section 4(a)(2) of the Securities Act, (b) under Rule 504 or Rule 506 of
Regulation D under the Securities Act and/or (c) provided by Regulation S of the
Securities Act inasmuch as certain Purchasers are persons other than "
Following the Stock Cancellation and upon issuance of the Shares at the closing of the Offering, the Company will have 152,599,219 shares of Common Stock issued and outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Form of Securities Purchase Agreement 10.3 Stock Forfeiture Letter, datedMay 17, 2021 , by and betweenLeader Capital Holdings Corp. andFirst Leader Capital Ltd.
© Edgar Online, source