Item
3.02.
|
Unregistered
Sales of Equity Securities.
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On
May 13, 2019, Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 7,500 shares at
a price of $2 per share with each share consisting of one share of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”) in a private placement to Cheung Wing Yan Ava (the “investor A”), pursuant to the
Subscription Agreements dated as of May 13, 2019 between the Company and the investor A. The net proceeds to the Company amounted
to $15,000. The $15,000 in proceeds went directly to the Company as working capital.
On
May 13, 2019, Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 7,500 shares at
a price of $2 per share with each share consisting of one share of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”) in a private placement to Wong Shuk Fan (the “investor B”), pursuant to the Subscription
Agreements dated as of May 13, 2019 between the Company and the investor B. The net proceeds to the Company amounted to $15,000.
The $15,000 in proceeds went directly to the Company as working capital.
On
May 13, 2019, Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 7,500 shares at
a price of $2 per share with each share consisting of one share of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”) in a private placement to Stylian George (the “investor C”), pursuant to the Subscription
Agreements dated as of May 13, 2019 between the Company and the investor C. The net proceeds to the Company amounted to $15,000.
The $15,000 in proceeds went directly to the Company as working capital.
On
May 13, 2019, Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 7,500 shares at
a price of $2 per share with each share consisting of one share of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”) in a private placement to Wong Sau Han Winnie (the “investor D”), pursuant to the
Subscription Agreements dated as of May 13, 2019 between the Company and the investor D. The net proceeds to the Company amounted
to $15,000. The $15,000 in proceeds went directly to the Company as working capital.
On
May 13, 2019, Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 7,500 shares at
a price of $2 per share with each share consisting of one share of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”) in a private placement to Song Bing Bing (the “investor E”), pursuant to the Subscription
Agreements dated as of May 13, 2019 between the Company and the investor E. The net proceeds to the Company amounted to $15,000.
The $15,000 in proceeds went directly to the Company as working capital.
The
shares sold in the private placement were issued in reliance on an exemption from registration under Section 4(a)(2) and/or Regulation
S of the Securities Act of 1933, as amended (“Regulation S”). The bases for the availability of this exemption include
the facts that the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation
S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor,
any of their respective affiliates, or any person acting on behalf of any of the foregoing.