Current Report Filing (8-k)
September 10 2021 - 3:06PM
Edgar (US Regulatory)
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): September 3, 2021
LEADER
CAPITAL HOLDINGS CORP.
(Exact
name of registrant as specified in its charter)
Nevada
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000-56159
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37-
1853394
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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Room
2708-09, Metropolis Tower,
10
Metropolis Drive, Hung Hom, Hong Kong
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: +852 3487 6378
N/A
(Former
name or former address, if changed since last report.)
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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Securities
registered pursuant to Section 12(b) of the Act: None.
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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
September 3, 2021, Leader Capital Holdings Corp. (the “Company”) entered into a securities purchase agreement (the “SPA”)
with an individual accredited investor (the “Investor”), to issue and sell to the Investor 100,000 shares (the “Shares”)
of the Company’s restricted common stock, par value $0.0001 per share (“Common Stock”), for a purchase price of $0.25
per share (the “Offering”). The Company issued the Shares to the Investor on September 8, 2021, resulting in $25,000 in aggregate
proceeds for the Company.
The
SPA contains representations and warranties, covenants and conditions, customary for transactions of this type.
The
foregoing description of the SPA 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 the full text of the form of SPA, a copy of which is attached hereto as Exhibit 10.1
and is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
To
the extent required by this Item 3.02, the disclosure set forth in Item 1.01 above is incorporated herein by reference. The issuance
of the Shares in the Offering will not be registered under the Securities Act of 1933, as amended (the “Securities Act”),
in reliance on an exemption from registration (a) under Section 4(a)(2) of the Securities Act, (b) under Rule 504 or Rule 506 of Regulation
D under the Securities Act and/or (c) provided by Regulation S of the Securities Act inasmuch as the Investor is not a “U.S. person”
(as defined in Rule 902 under the Securities Act) and the requirements of Rule 903 under the Securities Act are otherwise met.
Upon
the issuance of the Shares to the Investor on September 8, 2021, the Company had 158,049,219 shares of Common Stock issued and
outstanding.
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.
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LEADER
CAPITAL HOLDINGS CORP.
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Date:
September 10, 2021
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By:
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/s/
Yi-Hsiu Lin
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Yi-Hsiu
Lin
Chief
Executive Officer
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Leader Capital (PK) (USOTC:LCHD)
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