Current Report Filing (8-k)
August 02 2022 - 5:29PM
Edgar (US Regulatory)
0001605331
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0001605331
2022-08-01
2022-08-01
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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): August
1, 2022
AB International
Group Corp.
(Exact name of registrant as specified in its charter)
Nevada |
000-55979 |
37-1740351 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
48 Wall Street, Suite 1009,
New York, NY |
10005 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (212) 918-4519
______________________
(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:
[ ] |
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)) |
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 August 1, 2022, we entered
into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP, a Delaware limited partnership.
Pursuant to the Purchase Agreement, the Company has the right, but not the obligation to cause Alumni Capital to purchase up to $1 million
of our common stock at the Investment Amount (defined below) during the period beginning on the execution date of the Purchase Agreement
and ending on the earlier of (i) the date on which the Alumni Capital has purchased $1 million of our common stock shares pursuant to
the Purchase Agreement or (ii) December 31, 2022.
Pursuant to the Purchase
Agreement, the “Investment Amount” means seventy five percent (75%) of the lowest traded price of the Common Stock five Business
Days prior to the Closing of a Purchase Notice. No Purchase Notice will be made without an effective registration statement and no Purchase
Notice will be in an amount less than twenty-five thousand dollars ($25,000) or greater than five hundred thousand dollars ($500,000).
The
Purchase Agreement provides that the number of our common stock shares to be sold to Alumni Capital will not exceed the number of shares
that, when aggregated together with all other shares of our common stock which the investor is deemed to beneficially own, would result
in the investor owning more than 9.99% of our outstanding common stock.
In consideration for Alumni Capital’s execution and performance under
the Purchase Agreement, the Company issued to Alumni Capital a Common Stock Purchase Warrant dated August 1, 2022 to purchase 50,000,000
shares of Common Stock at an exercise price of $0.02 per share.
The Purchase Agreement contains certain representations, warranties, covenants
and events of default. The Closing occurred following the satisfaction of customary closing conditions.
The foregoing description
of the Purchase Agreement and Common Stock Purchase Warrant does not purport to be complete and is qualified in its entirety by the full
text of the Purchase Agreement and Common Stock Purchase Warrant, which are filed as Exhibits 10.1 and 4.1 hereto, respectively, and incorporated
by reference herein.
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: August 2, 2022
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