Item 1.01 Entry into a Material Definitive Agreement.
On May 17, 2022, Wave Sync Corp. (the "Company") and WeWin DAO LLC (the
"Seller"), a Wyoming limited liability company, entered into a token purchase
agreement (the "Purchase Agreement"), pursuant to which the Company shall
purchase ten billion (10,000,000,000) WWC tokens (the "Sale Tokens"), which
shall represent ten percent (10%) of the ownership interest and voting rights in
the Seller, for a total consideration of ten million dollars ($10,000,000.00)
(the "Purchase Price") payable in two million and five hundred thousand
(2,500,000) shares of common stock of the Company, valued at $4.00 per share
(the "Consideration Shares"). Upon satisfaction of the terms and conditions of
the Purchase Agreement, the parties of the Purchase Agreement expect to close
the transactions set forth therein (the "Closing") on or before June 27, 2022.
Pursuant to the Purchase Agreement, the Company has agreed that it shall not,
without the Seller's consent, offer, sell, transfer, assign, pledge or otherwise
dispose of any of the Sale Tokens until the earlier of (i) 365 days from the
date of this Agreement and (ii) the listing of WWC tokens on a cryptocurrency
exchange platform. Similarly, in accordance with the Purchase Agreement, the
Seller has agreed that it shall not, without the Company's consent, sell,
assign, transfer, pledge, contract to sell, establish an open "put equivalent
position," or otherwise dispose of, or announce the offering of, or request the
Company to file a registration statement under Securities Act of 1933 in respect
of, any Consideration Shares until the earlier of (i) 365 days from the date of
this Agreement and (ii) the listing of Company's shares on a national stock
exchange.
The Company shall issue Consideration Shares in reliance on the exemption from
registration under Section 4(a)(2) of the Securities Act.
The foregoing summary of the Purchase Agreement is subject to and qualified in
its entirety by the Purchase Agreement, a form of which is filed herein
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above is incorporated by reference into
this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
10.1 Token Purchase Agreement dated May 17, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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