Item 1.01 Entry into a Material Definitive Agreement.

On January 27, 2021, AB International Group Corp. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with an accredited investor (the "Investor"), whereby Investor purchased from the Company one hundred and sixty one thousand (161,000) shares of Series C Convertible Preferred Stock of the Company (the "Series C Preferred Stock") for a purchase price of $140,000 (the "Purchase Price").

The closing occurred on January 28, 2021 After payment of transaction-related expenses, net proceeds to the Company from the sale and issuance of the Series C Preferred Stock totaled $136,500. The Company intends to use the proceeds from the Preferred Stock for general working capital purposes.

Pursuant to the terms of the Purchase Agreement, the Company shall reserve 39,089,529 shares of its authorized and unissued common stock, par value $0.001 per share (the "Common Stock"), free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of the Series C Preferred Stock held by Investor (the "Reserved Amount").

Investor may not convert the Series C Preferred Stock to the extent that such conversion would result in beneficial ownership by Investor and its affiliates of more than 4.99% of the issued and outstanding Common Stock of the Company.

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 does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.


The issuance of the securities set forth herein was made in reliance on the
exemption provided by Section 4(a)(2) of the Securities Act for the offer and
sale of securities not involving a public offering. The Company's reliance upon
Section 4(a)(2) of the Securities Act in issuing the securities was based upon
the following factors: (a) the issuance of the securities was an isolated
private transaction by us which did not involve a public offering; (b) there was
only one recipient; (c) there were no subsequent or contemporaneous public
offerings of the securities by the Company; (d) the securities were not broken
down into smaller denominations; (e) the negotiations for the issuance of the
securities took place directly between the individual entity and the Company;
and (f) the recipient of the securities is an accredited investor.


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.


The disclosures under Items 1.01 and 3.02 of this Current Report on Form 8-K are
incorporated into this Item 5.03 by reference.


On January 28, 2019, the Company filed a Certificate of Designation with the
Secretary of State of the State of Nevada (the "Certificate of Designation"),
which established 1,000,000 shares of the Series C Preferred Stock, par value
$0.001 per share, having such designations, rights and preferences as set forth
in the Certificate of Designation, as determined by the Company's Board of
Directors in its sole discretion, in accordance with the Company's Certificate
of


Incorporation and Bylaws. The Certificate of Designation became effective with
the State of Nevada upon filing.


The shares of Series C Preferred Stock have a stated value of $1.00 per share,
are convertible into Common Stock after one hundred and eighty (180) days at a
price per share equal to 75% of the average of the lowest three (3) VWAPs for
the Common Stock during the ten (10) Trading Day (as defined in the Certificate
of Designation) period ending on the last complete Trading Day prior to the
Conversion Date (as defined in the Certificate of Designation) (the "Conversion
Price"), and earn dividends at the rate of twelve percent (12%) per annum. Upon
an Event of Default (as defined in the Certificate of Designation), the Series C
Preferred Stock earn dividends at the rate of twenty two percent




  2









(22%) per annum. The shares of Series C Preferred Stock do not have voting
rights, and rank: (a) senior with respect to dividend rights and rights of
liquidation with the Common Stock and Series A Preferred Stock; (b) junior with
respect to dividends and right of liquidation with respect to the Company's
Series B Preferred Stock; and (c) junior with respect to dividends and right of
liquidation to all existing indebtedness of the Company.


The Company may redeem the Series C Preferred Stock in accordance with the terms
of the Certificate of Designation prior to the one hundred eightieth (180th )
day following the date of issuance of the Series C Preferred Stock.


The foregoing description of the Certificate of Designation does not purport to
be complete and is qualified in its entirety by reference to the Certificate of
Designation, a copy of which is filed as Exhibit 3.1 hereto.


Item 9.01 Financial Statements and Exhibits




Exhibit No. Description
3.1           Series C Preferred Stock Certificate of Designation
10.1          Form of Securities Purchase Agreement




  3
© Edgar Online, source Glimpses