Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed in a current report on Form 8-K dated August 3, 2022
(the "Previous Report"), on July 31, 2022, the Company entered into a certain
stock award agreement with each of certain grantees (each, a "Participant")
pursuant to which the Company agreed to issue in aggregate 42,061,876 shares of
restricted stock (the "Restricted Stock") under Section 6(c) the Company's 2021
Equity Incentive Plan (the "EIP"), a form of which is attached as Exhibit 10.2
to the Previous Report.
The shares of the Restricted Stock which would have been vested on October 31,
2022, subject to each Participant's continued employment with Zhuoxun Beijing
(as defined in the Previous Report) until such time and other terms and
conditions set forth therein.
On October 28, 2022, as agreed by each of the Participants and the Company, each
of the award agreements was cancelled and voided pursuant to Section 7(b) of the
EIP retroactively effective as of the date of such award agreements.
Accordingly, the shares of the Restricted Stock were cancelled before vesting.
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GUSHEN, INC. 
