Item 1.01. Entry Into a Material Definitive Agreement.

On April 20, 2021, Luckwel Pharmaceuticals Inc. (the "Company") entered Subscription Agreements with six (6) individuals (the "Investors"), pursuant to which the Company, in a private placement, agreed to issue and sell to the Investors an aggregate of 300,000 restricted shares of the Company's common stock, par value $0.01 per share (the "Common Stock") at a price per share of $0.40 for gross proceeds of approximately $120,000 (the "Private Placement").

The Company retained Dikais Lee as the placement agent pursuant to a Placement Agent Agreement dated April 19, 2021 for the Private Placement and agreed to pay him a fee equal to 5.0% of the aggregate gross proceeds from the Private Placement.

The representations, warranties and covenants contained in the Subscription Agreements and Placement Agent Agreement were made solely for the benefit of the parties to the Subscription Agreements and Placement Agent Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Subscription Agreements and Placement Agent Agreement are incorporated herein by reference only to provide investors with information regarding the terms of the Subscription Agreements and Placement Agent Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the SEC.

The foregoing description of the Subscription Agreements and Placement Agent Agreement is qualified in its entirety by reference to the form of Subscription Agreement and Placement Agent Agreement, a copy of which are attached hereto as Exhibits 10.1 and 10.2 respectively and incorporated in this Item 1.01 by reference.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 1.01 hereof is hereby incorporated by reference into this Item 3.02. The issuance of our common stock pursuant to the Subscription Agreements will be exempt from registration pursuant to the provisions of Section 4(a)(2) of the Securities Act of 1933 (the "Securities Act"), as amended and Regulation S under the Securities Act for purposes of the Private Placement of the shares of common stock as such shares have not been offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) or persons in the United States.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.               Description

10.1            Form of Subscription Agreement.

10.2            Placement Agent Agreement.

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