Item 3.02.
Unregistered Sales of Equity Securities.
On April 12, 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 Leung Lop Yan Larry (the “investor A”), pursuant to the Subscription Agreements
dated as of April 12, 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 April 12, 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 Hau Yuen Ping Tany (the “investor B”), pursuant to the Subscription Agreements
dated as of April 12, 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 April 12, 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 Ling Lai Ngor Lisa (the “investor C”), pursuant to the Subscription Agreements
dated as of April 12, 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 April 12, 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 Tsang Hor Chiu (the “investor D”), pursuant to the Subscription Agreements
dated as of April 12, 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 April 12, 2019,
Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 15,000 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 Yu Ka Wai (the “investor E”), pursuant to the Subscription Agreements dated
as of April 12, 2019 between the Company and the investor E. The net proceeds to the Company amounted to $30,000. The $30,000 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.