UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
  CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (date of earliest event reported): June 28, 2018
 
Fuse Enterprises Inc.
(Exact Name of Registrant as Specified in its Charter)
 
 Nevada
 
333-202948
 
47-1017473
 (State of incorporation)
 
(Commission File Number)
 
 (IRS Employer Identification No.)
  
444 E. Huntington Dr., Suite 105
Arcadia, CA 91006
 (Address of principal executive offices)
 
(626) 353-9991
 (Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 

 
Item 1.01 Entry into a Material Definitive Agreement
 
On June 28, 2018, Fuse Enterprises Inc. (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with Fuse Trading Limited, a wholly-owned subsidiary of the Company (“Trading”), and Landbond Home Limited (the “Purchaser”), a company incorporated under the laws of Samoa and a major shareholder of the Company, pursuant to which the Company agreed to sell to the Purchaser in a private placement (the “Private Placement”) 19,628,050 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, at a purchase price of $0.35 per Share for an aggregate offering price of $6,869,817.60 (the “Purchase Price”). The Purchaser will pay the Purchase Price through the cancellation of a promissory note issued by Trading to the Purchaser in the amount of the Purchase Price. The Private Placement will be completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended, and the Company will issue the shares to the Purchaser’s designees.
 
The representations, warranties and covenants contained in the Agreement were made solely for the benefit of the parties to the Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company. Accordingly, the Agreement is filed with this report only to provide investors with information regarding the terms of transactions, and not to provide investors with any other factual information regarding the Company. Shareholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in public disclosures.
 
The Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreement is subject to, and qualified in its entirety by, the Agreement, which is incorporated herein by reference.
 
Item 3.02 Unregistered Sales of Equity Securities
 
Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.02.
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit No.
 
Exhibit Title or Description
   
 
10.1
 
 

 
SIGNATURES
 
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.
 
 
Fuse Enterprises Inc.
 
 
 
Date: July 2, 2018
By:
/s/ Umesh Patel
 
 
 
Umesh Patel
 
 
Chief Executive Officer