Item 1.01 Entry into a Material Definitive Agreement
On March 11, 2021, Fuse Group Holding Inc. (the "Company") and Fuse Biotech,
Inc., a wholly owned subsidiary of the Company ("Fuse Biotech") entered into a
Share Exchange Agreement (the "Agreement") with E-Mo Biotech Holding Inc., a
company incorporated under the laws of Nevada (the "E-Mo Biotech"), Qiyi Xie, a
resident of California ("Xie"), Quan Qinghua, a citizen and resident of China
("Quan"), Jing Li, a citizen and resident of China ("Li") and HWG Capital Sdn
Bhd, a company incorporated under laws of Malaysia ("HWG" and hereinafter
collectively with Xie, Quan and Li, the "Sellers"). Pursuant to the Agreement,
the Company will issue to the Sellers in aggregate of 100,000,000 shares of
common stock of the Company (the "Fuse Shares") in exchange of all the issued
and outstanding shares of E-Mo (the "E-Mo Shares") owned by the Sellers. Each of
the Sellers will receive its pro rata share of the Fuse Shares based upon its
ownership of E-Mo as listed in the Exhibit A of the Agreement. E-Mo Biotech is a
start-up, development-stage company involving in vaccine, immunological
treatment and diagnostic product research and development and currently has no
commercial sales of vaccines, treatments, or diagnostic products.
Item 3.02 Unregistered Sales of Equity Securities
Please see the disclosure set forth under Item 1.01, which is incorporated by
reference into this Item 3.02. 57,250,000 shares of the Fuse Shares will be
issued to Xie pursuant to the exemption from registration provided by Regulation
D promulgated under the Securities Act of 1933, as amended (the "Securities
Act"). The remaining of the Fuse Shares will be issued to Quan, Li and HWGB
pursuant to the exemption from the registration provided by Regulation S
promulgated under the Securities Act.
Item 5.01 Changes in Control of Registrant.
Please see the disclosure set forth under Item 1.01, which is incorporated by
reference into this Item 5.01. Upon the closing of the transaction contemplated
in the Agreement (the "Transaction") and issuance of the Fuse Shares, Xie will
become the largest shareholder of the Company and own 57,250,000 shares of
common stock of the Company, representing 31.97% of the Company's then issued
and outstanding shares of common stock. Xie used his ownership of 57.25% equity
interest of E-Mo to exchange the 57,250,000 shares of the Company pursuant to
the Agreement. Prior to the Transaction, Landbond Home Limited ("Landbond") is
the largest shareholder of the Company. There is no arrangements or
understandings among Xie and Landbond and their associates with respect to
election of directors or other matters.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses