Current Report Filing (8-k)
June 07 2022 - 9:00AM
Edgar (US Regulatory)
0001700844
false
0001700844
2022-06-03
2022-06-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 3, 2022
UNEX
HOLDINGS INC.
(Exact
name of registrant as specified in Charter)
Nevada |
|
98-1353613 |
|
8713 |
(State
or other jurisdiction of incorporation or organization) |
|
IRS
Employer
Identification Number |
|
Primary
Standard Industrial Classification Code Number |
Unex
Holdings Inc.
31-A2, Jalan 5/32A
6 ½ Miles off Jalan Kepong
52000 Kuala Lumpur, Malaysia
(Address of Principal Executive Offices)
+603
6243 3379
(Registrant’s
telephone number)
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(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
|
|
☐ |
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.
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.001 |
|
UNEX |
|
OTC
Markets – Pink Sheet |
Item
1.01. Entry into a Material Definitive Agreement.
Private
Placement in June
On June 3, 2022, Unex Holdings Inc. (the “Company”) entered into certain share
subscription agreement (the “SPA”) with Mr. Wong Hon Wai who is a “non-U.S. Persons” (the “Investor”)
as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company
agreed to issue and sell 5,000 shares (the “Shares”) of its common stock, par value $0.001 per share (“Common
Stock”), at a per share purchase price of $2.50 (the “Offering”), as part of a series of offerings by the
Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds from the
Offering will be $12,500.
The
parties to the SPA have each made customary representations, warranties and covenants, including, among other things, the Investor is
a “non-U.S. Persons” as defined in Regulation S, and that the Investor has not received an offer to purchase subscription
shares inside the United States and will not originate a buy order inside the United States.
The
net proceeds of the Offering shall be used by the Company in connection with the Company’s general corporate purpose, provide working
capital and to meet other capital requirements of the Company.
The
form of the SPA is filed as Exhibit 10.1 to this Current Report on Form 8-K and such document is incorporated herein by reference. The
foregoing is only a brief description of the material terms of the SPA, and does not purport to be a complete description of the rights
and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.
Item
9.01. Financial Statements and Exhibits.
(d)
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.
|
Unex
Holdings Inc. |
|
|
Date:
June 7, 2022 |
By: |
/s/
Low Wai Koon |
|
|
Low
Wai Koon |
|
|
Chairman,
President and Chief Executive Officer |
|
|
(Principal
Executive Officer) |
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