Item 1.01 Entry into a Material Definitive Agreement
On February 24, 2023 (the "Closing Date"), GenuFood Energy Enzymes Corp. (the
"Company") entered into a Subscription Agreement with each of certain
subscribers (each, a "Purchaser" and collectively, the "Purchasers") who have
subscribed to purchase a certain amount of shares of common stock of the
Company, par value 0.001 (the "Common Stock"), as set forth in that respective
purchasers Subscription Agreement, each subscribing for not less than $5,000 and
up to 5,000,000 shares at a purchase price of US$0.001 per share. The Company
was conducting this private offering (the "Offering") pursuant to a private
placement memorandum (the "PPM") whereby the Company was offering and selling a
minimum amount of $500,000 (the "Minimum Offering Amount") and maximum of
$1,000,000 of its common shares to accredited investors and non-U.S. persons (as
defined below).
On February 22, 2023, the board of directors of the Company (the "Board")
approved to close the Offering below the Minimum Offering Amount. As of the
Closing Date, the Company received aggregate proceeds from the Purchasers in the
amount of $375,000. The Company intends to use the proceeds for general
corporate purposes, including, but not limited to, purchasing and installing EV
chargers, payroll and benefits, administrative and office expenses and
professional fees. Each Purchaser acknowledges and agrees its subscription for
the Company's common stock shall not be transferable or assignable by the
Purchaser pursuant to the Subscription Agreement.
This Offering was made in reliance on the exemptions from the registration and
qualification requirements of the Securities Act and applicable state securities
laws. The Company has accepted subscriptions to purchase shares of Common Stock
only from a person who is either:
? an accredited investor as that term is defined in Rule 501(a) of Regulation D
under the Securities Act of 1933, as amended (the "Securities Act"); or
? a person who is not a "U.S. person" as that term is defined in Rule 902(k)
promulgated under the Securities Act.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K
concerning this Offering pursuant to the Subscription Agreement is incorporated
herein by reference. The shares of Common Stock issued and sold under the
Subscription Agreement as described in Item 1.01 were offered and sold by the
Company in reliance upon an exemption from registration pursuant to Section
4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation
D thereunder.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
Exhibit 10.1 Form of Genufood Energy Enzymes Corp. Subscription Agreement, dated
February 24, 2023
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
1
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