Item 1.01. Entry into a Material Definitive Agreement.
On
(i) The Buyer agrees to issue a convertible note to a certain convertible
noteholder of the Company in exchange for the cancellation of certain debt of the Company held by certain noteholder.
(ii)
Note"), which must be paid off by the Buyer within three (3) business days of the closing date of the next financing transaction by the Buyer (the "Closing Date").
(iii) 1,251,429 ordinary shares of the Buyer, valued at
aggregate ofUS$3,504,001.20 , within seven (7) business days of the Closing Date.
(iv)
in any combination of cash or stock. Each share of stock shall be valued at the fair market value price at the time of the Liquidity Event. "Liquidity Event" shall mean any event that allows the Buyer to raise capital or shareholders of the Buyer to sell or dispose for consideration part or all of their ownership shares and list on a national stock exchange inthe United States , including but not limited to acquisition, merger, initial public offering, SPAC merger and listing, direct listing or other such events.
Should the Buyer fail to perform a financing transaction after the effective date of the Agreement, shall result in the cancellation of the transaction. The Agreement also includes customary representations, warranties, and covenants by the parties. The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement and the Promissory Note, copies of which are filed as Exhibit 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information reported in Item 1.01 is incorporated by reference into this Item 2.01.
On
The foregoing description of the sale of
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K:
Exhibit No. Description
10.1 Share Purchase Agreement datedDecember 16, 2022 by and betweenMuliang Viagoo Technology Inc. andViagoo Inc. 10.2 Promissory Note by and betweenMuliang Viagoo Technology Inc. andViagoo Inc. Ltd. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1
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.
MULIANG VIAGOO TECHNOLOGY, INC. aNevada corporation
Dated:December 22, 2022 By: /s/Lirong Wang Chief Executive Officer 2
© Edgar Online, source