Item 1.01 Entry into a Material Definitive Agreement
The information set forth in Item 3.02 of this Current Report on Form 8-K is
incorporated herein by reference into this Item 1.01 in its entirety.
Item 3.02 Unregistered Sales of Equity Securities.
On October 3, 2022, Leet Technology Inc., a Delaware corporation (the
"Company"), issued to Porta Capital Limited, Bru Haas (B) Sdn Bhd, Bru Haas Sdn
Bhd, Clicque Technology Sdn Bhd, Tilla Network Limited and Porta Network Inc.,
the Company's related parties (individually as the "Related Party," and
collectively as the "Related Parties"), an aggregate of 5,898,256 shares of
Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B
Preferred Stock"), of the Company pursuant to certain Debt Conversion
Agreements, each dated September 30, 2022 (the "Debt Conversion Agreement"),
between the Related Parties and the Company. Pursuant to the Board Resolution
dated September 28, 2022 approving the adoption of certain Rights and
Preferences of Series B Preferred Shares, the Agreements included the following
rights: (i) Dividend Rights and (ii) Redemption Rights. The Series B Preferred
Shares were issued on September 30, 2022. The securities were issued pursuant to
the registration exemption under Section 4(a)(2) of the Securities Act of 1933,
as amended (the "Securities Act").
The Related Parties have a close association with the Company as Dai Song, the
majority shareholder of the Company, sits on the board of directors of each
Related Party and is the majority shareholder of Porta Capital Limited, Bru Haas
(B) Sdn Bhd, Bru Haas Sdn Bhd, Tilla Network Limited and Porta Network Inc. As
such, the Company and the Related Parties are under common control.
The foregoing description of the Debt Conversion Agreement is qualified in its
entirety by reference to Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4,
Exhibit 10.5 and Exhibit 10.6 to this Form 8-K and is incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description:
Number:
10.1 Debt Conversion Agreement, dated September 30, 2022 between Leet
Technology Inc. and Porta Capital Limited
10.2 Debt Conversion Agreement, dated September 30, 2022 between Leet
Technology Inc. and Bru Haas (B) Sdn Bhd
10.3 Debt Conversion Agreement, dated September 30, 2022 between Leet
Technology Inc. and Bru Haas Sdn Bhd
10.4 Debt Conversion Agreement, dated September 30, 2022 between Leet
Technology Inc. and Clicque Technology Sdn Bhd
10.5 Debt Conversion Agreement, dated September 30, 2022 between Leet
Technology Inc. and Tilla Network Limited
10.6 Debt Conversion Agreement, dated September 30, 2022 between Leet
Technology Inc. and Porta Network Inc
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL
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