Current Report Filing (8-k)
May 05 2022 - 4:19PM
Edgar (US Regulatory)
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0000924396
2022-05-02
2022-05-02
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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): May 2, 2022
Descrypto
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
000-24520 |
|
04-3021770 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
625
N. Flagler Drive, Suite 600
West
Palm Beach, FL 33401
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (561) 514-0936
N/A
(Former
name or former address, if changed since last report)
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
N/A |
|
N/A |
|
N/A |
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
3.02. Unregistered Sales of Equity Securities.
Between
March 22, 2022 and May 5, 2022, Descrypto Holdings, Inc. (the “Company”) issued an aggregate of 1,481,867 shares of restricted
common stock. Of this amount, the Company (i) sold an aggregate of 1,222,450 shares of restricted common stock to 11 accredited investors
at a purchase price of $0.40 per share, for a total purchase price of $488,980, and (ii) issued 259,417 shares of restricted common stock
to a former officer and director of the Company, as compensation for prior services. After giving effect to these issuances, the Company
has 25,657,504 shares of common stock outstanding.
The
securities issuances described herein were exempt from registration under the Securities Act of 1933, as amended (the “Securities
Act”), in reliance on the exemptions provided by Regulation D and Section 4(a)(2), as applicable under the Securities Act.
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.
|
Descrypto
Holdings, Inc. |
|
|
Date:
May 5, 2022 |
/s/
Laura Anthony |
|
Laura
Anthony |
|
President |