Item 3.02 Unregistered Sales of Equity Securities.

Gushen, Inc. (the "Company") previously filed a Current Report on Form 8-K (the "Initial Form 8-K") on March 31, 2023 to report that, on March 31, 2023, the Board of Directors of the Company approved the issuance under the Company's Equity Incentive Plan (the "EIP") of an aggregate of 12,618,523 restricted shares of common stock (the "Awards") to certain employees (the "Participants") of Edeschler Limited, the Company's Hong Kong subsidiary, pursuant to certain stock award agreement (collectively the "Award Agreements", each an "Award Agreement") with each of the Participants. A list of the Participants was provided in the Initial Form 8-K. A form of the Award Agreements was attached as Exhibit 10.1 to the Initial Form 8-K. The issuance of shares of the Restricted Stock was intended to be made pursuant to the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

On the same day, the Company and each of the Participants agreed to amend the Award Agreement to clarify certain stock issuance procedures (as amended, the "Amended Award Agreement"). Pursuant to the Amended Award Agreement, the Awards shall be issued on March 31, 2023, bearing a legend that such Awards shall be vested on June 30, 2023, and the Participants shall have all of the rights of a holder of shares of common stock of the Company, subject to the restrictions provided under the Amended Award Agreement and the EIP. A form of the Amended Award Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





Exhibit No.   Description
10.1            Form of Amended and Restated Restricted Stock Award Agreement dated
              March 31, 2023
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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