Item 1.01 Entry into a Definitive Material Agreement.
On February 24, 2023, Fuse Group Holding Inc. (the "Company"), entered into a
Convertible Promissory Note Purchase Agreement (the "First Agreement") with Liu
Marketing (M) Sdn. Bhd., a company organized under the laws of Malaysia (the
"Purchaser"). Pursuant to the First Agreement, the Company sold a Convertible
Promissory Note to the Purchaser with a principal amount of $50,000 (the "First
Note"). The First Note bears interest at the rate of 3% per annum, which are
payable on February 24 of 2024 and 2025. The First Note will mature on the date
that is twenty-four months from the date that the purchase price of the First
Note is paid to the Company. Any outstanding principal and interest on the First
Note may be converted to the shares of common stock of the Company at the
holder's option at a conversion price of $0.45 per share at any time until the
total outstanding balance of the First Note is paid. The First Note was sold to
the Purchaser pursuant to an exemption from registration under Regulation S,
promulgated under the Securities Act of 1933, as amended.
On April 10, 2023, the Company entered into another Convertible Promissory Note
Purchase Agreement (the "Second Agreement") with the Purchaser. Pursuant to the
Second Agreement, the Company sold a Convertible Promissory Note to the
Purchaser with a principal amount of $50,000 (the "Second Note"). The Second
Note bears interest at the rate of 3% per annum, which are payable on April 10
of 2024 and 2025. The Second Note will mature on the date that is twenty-four
months from the date that the purchase price of the Second Note is paid to the
Company. Any outstanding principal and interest on the Second Note may be
converted to the shares of common stock of the Company at the holder's option at
a conversion price of $0.45 per share at any time until the total outstanding
balance of the Second Note is paid. The Second Note was sold to the Purchaser
pursuant to an exemption from registration under Regulation S, promulgated under
the Securities Act of 1933, as amended.
The foregoing descriptions of the First Agreement, the Second Agreement, the
First Note and the Second Note do not purport to be complete and are qualified
in their entirety by reference to the complete text of each such document, which
is filed as an exhibit hereto and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 above, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibit Title or Description
10.1 Convertible Promissory Notes
Purchase Agreement by and
between Fuse Group Holding,
Inc. and Liu Marketing (M)
Sdn. Bhd, dated February 24,
2023.
10.2 Convertible Promissory Note,
issued by Fuse Group Holding,
Inc. to Liu Marketing (M) Sdn.
Bhd., dated February 24,
2023.
10.3 Convertible Promissory Notes
Purchase Agreement by and
between Fuse Group Holding,
Inc. and Liu Marketing (M)
Sdn. Bhd, dated April 10,
2023.
10.4 Convertible Promissory Note,
issued by Fuse Group Holding,
Inc. to Liu Marketing (M) Sdn.
Bhd., dated April 10, 2023.
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XBRL)
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