Current Report Filing (8-k)
October 20 2020 - 3:55PM
Edgar (US Regulatory)
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):
October 20, 2020
AB
International Group Corp.
(Exact name of registrant as specified in its
charter)
Nevada
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000-55979
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37-1740351
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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48 Wall Street, Suite 1009, New York, NY
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10005
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (212) 918-4519
______________________
(Former name or former address, if changed since
last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. [ ]
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 20, 2020, we entered into a Securities Purchase Agreement
(“EC SPA”), dated October 9, 2020, with East Capital Investment Corp., a New Jersey corporation (“East Capital”),
pursuant to which we issued and sold to the East Capital a convertible promissory note, dated October 9, 2020, in the principal
amount of $62,700 (the “East Capital Note”). We received $55,000 after paying fees and expenses.
The maturity date for repayment of the East Capital Note is February
13, 2021 and the East Capital Note bears interest at 10% per annum. All principal and accrued interest on the East Capital Note
is convertible into shares of our common stock at the election of East Capital at any time at a conversion price equal to 60% of
the lowest trading price for our common stock during the 10 trading day period immediately prior to conversion.
We have the right to prepay the East Capital Note at any time prior
to 180 days following the closing date. The amount we are required to prepay is 135% of the principal amount plus accrued interest
and other charges.
The East Capital Note contains customary default events which, if
triggered and not timely cured, will result in default interest and penalties.
The foregoing description of the EC SPA and the East Capital Note
and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference
to, the full text of the EC SPA and the East Capital Note, which are included in this Current Report as Exhibits 10.1 and 4.1,
respectively, and are incorporated herein by reference.
If the above notes are converted prior to us paying off such notes
under the prepayment provisions, it would lead to substantial dilution to our shareholders as a result of the conversion discounted
for the notes. There can be no assurance that there will be any funds available to pay the notes, or if available, on terms that
will be acceptable to us or our shareholders. If we fail to obtain such additional financing on a timely basis, the purchasers
may convert the notes and sell the underlying shares, which may result in significant dilution to shareholders due to the conversion
discount, as well as a significant decrease in our stock price.
SECTION 2 - FINANCIAL INFORMATION
Item 2.03 – Creation
of a Direct Financial Obligation
The information set forth in Items 1.01 is
incorporated into this Item 2.03 by reference.
SECTION 9 – Financial
Statements and Exhibits
Item 9.01 Financial Statements
and Exhibits.
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.
AB International Group Corp.
/s/ Chiyuan Deng
Chiyuan Deng
President
Date: October 20, 2020
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