Item 1.01 Conclusion of a Material Definitive Agreement.
Share purchase agreement with
The GHS Purchase Agreement provides that, subject to the terms and subject to the conditions and limitations set out in the Agreement, the Company has the right from time to time during the term of the Agreement, in its sole discretion, to deliver to GHS a purchase (a “Purchase Notice”) directing GHS to purchase (each, a “GHS Purchase”) a specified number of GHS Purchase Shares. A GHS purchase will be made in a minimum amount of
(subject to adjustments for stock splits, dividends and similar events), all subject to a maximum of four hundred million (400,000,000) GHS purchase shares.
On the first trading day following the last day of the relevant Valuation Period, the Company will deliver to GHS the number of ordinary shares equal to one hundred percent (100%) of the total of GHS Purchase Shares specified in the Purchase contract. Note.
The GHS Purchase Agreement prohibits the Company from ordering GHS to purchase ordinary shares if such shares, when aggregated with all other shares of our ordinary shares then beneficially owned by GHS and its affiliates, would result in beneficial ownership of GHS and its affiliates. , at any time, more than 4.99% of the total then outstanding shares of our common stock.
There are no transaction volume requirements or restrictions under the GHS Purchase Agreement. We will monitor the timing and amount of any sale of our common stock to GHS.
Events of default under the GHS Purchase Agreement include the following:
? the effectiveness of the registration declaration noting the resale of the
GHS purchase shares lapse for any reason;
? the ordinary share is suspended from trading on the OTC Pink for a period of two
consecutive trading days, during which the Company cannot order GHS to
buy stocks during this period;
? the ordinary share is delisted from the OTC Pink provided, however, that the
ordinary shares do not trade immediately after
Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the
OTC Markets Group, Inc. (or any nationally recognized successor to any of the
? the failure, for whatever reason, of the transfer agent to issue GHS purchase shares
to GHS within three (3) working days of the date on which GHS was entitled
to receive the shares;
? the Company violates any representation, warranty, commitment or other term or
condition under the purchase contract of the GHS, its annexes or any other
document whether the violation could have a material adverse effect and except, in the
case of breach of an undertaking that is reasonably curable, only if the breach
continues for a period of at least five (5) working days;
? proceedings against the Company are initiated by any person or entity in accordance with
to or within the meaning of any bankruptcy law;
? the Company, in accordance with or within the meaning of any bankruptcy law, (i)
initiates voluntary action, (ii) consents to the entry of a relief order
against him in an involuntary case, (iii) consents to the appointment of a
custodian of it or of all or substantially all of its property, or (iv) made
a general assignment for the benefit of its creditors or is generally unable to
pay debts as they fall due;
? a court of competent jurisdiction makes an order or decree under any
bankruptcy law which (i) is for relief against the Company in a
case, (ii) appoint a depositary of the Company or for all or substantially all
of its property, or (iii) orders the liquidation of the Company; Where
? if at any time the Company is not eligible to transfer its ordinary shares
electronically as an eligible DWAC.
As long as an event of default has occurred and continues, the Company will not give the investor any notice of purchase.
The foregoing summary of the GHS Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the GHS Purchase Agreement, a copy of which is filed attached as Exhibit 10.1, which is incorporated by reference into this Form 8-K.
Initial share purchase agreement with
The GHS Purchase Agreement is the second share purchase agreement between the Company and GHS. As part of the initial share purchase transaction between the Company and GHS, dated
Article 9.01. Financial statements and supporting documents.
Exhibit Number Item 10.1 Form of Common Stock Purchase Agreement between the Company and
GHS Investments LLC, dated December 26, 2021. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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