Item 1.01 Entry into a Material Definitive Agreement
On January 5, 2021, Luckwel Pharmaceuticals, Inc. (" we" or the "Company")
entered into a subscription agreement with Xue Hua Peng for the purchase and
sale of an aggregate of 300,000 shares of common stock of the Company, par value
$0.01 (the "Shares"), at a price of US$0.40 per Share for total gross proceeds
of US$120,000 (the "Offering"). The proceeds from the Offering will be used for
general corporate purposes, including infrastructure, product development,
marketing and sales and working capital. Details of the sales of the Shares are
provided in Item 3.02 of this Current Report on Form 8-K and incorporated herein
by reference.
The foregoing description of the subscription agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
form of subscription agreement entered into between the Company and Ms. Peng
under the subscription agreement which is attached to this Current Report on
Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
On January 12, 2021, we completed a private placement offering of 300,000 Shares
at a price of US$0.40 per Share for total proceeds of US$120,000 to Xue Hua Peng
with the Offering that had not been registered under the United States
Securities Act of 1933, as amended (the "Securities Act") and that had not been
reported on our previously filed periodic reports filed under the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to
Rule 903 of Regulation S of the Securities Act.
We completed this Offering of the Shares and pursuant to Rule 903 of Regulation
S of the Securities Act on the basis that the sale of the Shares was completed
in "offshore transactions", as defined in Rule 902(h) of Regulation S. We did
not engage in any "directed selling efforts", as defined in Regulation S, in the
United States in connection with the sale of the Shares. The investor
represented to us that she was not a U.S. person, as defined in Regulation S,
and was not acquiring the Shares for the account or benefit of a U.S. person.
She also represented that she was acquiring the Shares for investment only and
not with a view towards, or for resale in connection with, the public sale or
distribution thereof. The subscription agreement executed between us and her
included statements that the Shares had not been registered pursuant to the
Securities Act and that the Shares may not be offered or sold in the United
States unless the Shares are registered under the Securities Act or pursuant to
an exemption from the Securities Act. She agreed by execution of the
subscription agreement: (i) to resell the Shares purchased/obtained only in
accordance with the provisions of Regulation S, pursuant to registration under
the Securities Act or pursuant to an exemption from registration under the
Securities Act; (ii) that we are required to refuse to register any sale of the
Shares purchased/obtained unless the transfer is in accordance with the
provisions of Regulation S, pursuant to registration under the Securities Act or
pursuant to an exemption from registration under the Securities Act; and (iii)
not to engage in hedging transactions with regards to the Shares
purchased/obtained unless in compliance with the Securities Act. All Shares
issued were endorsed with a restrictive legend confirming that the Shares had
been issued pursuant to Regulation S of the Securities Act and could not be
resold without registration under the Securities Act or an applicable exemption
from the registration requirements of the Securities Act.
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