Item 1.01.Entry into a Material Definitive Agreement.
On September 18, 2020, New Asia Holdings, Inc. (the "Company") entered into that
certain Equity Purchase Agreement (the "Equity Purchase Agreement") between the
Company and Global Crypto Offering Exchange Ltd. (the "Subscriber"). Pursuant to
the terms of the Equity Purchase Agreement, the Company agreed to sell to the
Subscriber, and the Subscriber agreed to purchase, an aggregate of 50,000,000
restricted shares of the Company's common stock at a per share purchase price of
$0.01, for an aggregate purchase price of $500,000 (the "Share Purchase"). The
Equity Purchase Agreement provides that the Share Purchase will be effected in
10 separate blocks (each, a "Block" and collectively, "Blocks"), with the first
Block closing on September 18, 2020. In the first Block, the Subscriber
purchased 2,000,000 shares for an aggregate purchase price of $20,000. The
parties to the Equity Purchase Agreement agreed that each of the remaining nine
Blocks will close within 12 months of September 18, 2020.
The Equity Purchase Agreement will terminate (i) upon the completion of the full
Share Purchase, or (ii) on September 18, 2021. If the Equity Purchase Agreement
terminates on September 18, 2021 prior to completion of the full Share Purchase,
no additional shares may be purchased under the Share Purchase Agreement.
The parties to the Equity Purchase Agreement do not intend to effect a change in
control as a result of entering into the Equity Purchase Agreement.
Item 3.02.Unregistered Sales of Equity Securities.
The information set forth above under Item 1.01 of this Current Report on Form
8-K is incorporated herein by reference.
The securities issuances described above were exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act"), in reliance on an
exemption provided by Regulation S promulgated pursuant to the Securities Act.
The issuances involved offers and sales of securities outside the United States.
The offers and sales were made in offshore transactions and no directed selling
efforts were made by the issuer, a distributor, their affiliates or any persons
acting on their behalf.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Equity Purchase Agreement , dated September 18, 2020, between New
Asia Holdings Inc. and Global Crypto Offering Exchange Ltd.
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