Item 1.01 Entry into a Material Definitive Agreement.
Luduson G Inc., a Delaware corporation ("we" or "us"), entered into an Equity
Purchase Agreement with Williamsburg Venture Holdings, LLC, a Nevada limited
liability company ("Investor"), pursuant to which the Investor agreed to invest
up to Thirty Million Dollars ($30,000,000) over a 36-month period in accordance
with the terms and conditions of that certain Equity Purchase Agreement, dated
as of August 20, 2021, by and between us and the Investor (the "Equity Purchase
Agreement"). During the term, the Company shall be entitled to put to the
Investor, and the Investor shall be obligated to purchase, such number of shares
of the Company's common stock and at such price as are determined in accordance
with the Equity Purchase Agreement. The per share purchase price for the
Williamsburg Put Shares will be equal to 88% the lowest traded price of the
Common Stock on the principal market during the five (5) consecutive trading
days immediately preceding the date which Williamsburg received the Williamsburg
Put Shares as DWAC Shares in its brokerage account (as reported by Bloomberg
Finance L.P., Quotestream, or other reputable source).
In connection with the Equity Purchase Agreement, the parties also entered into
a Registration Rights Agreement (the "Registration Rights Agreement") pursuant
to which the Company agreed to register with the SEC the common stock issuable
under the Equity Purchase Agreement, among other securities. We agreed to use
our best efforts to file such registration statement with the SEC by November
30, 2021.
The foregoing descriptions of the Equity Purchase Agreement and the Registration
Rights Agreement are qualified in their entirety by reference to the Investment
Agreement and the Registration Rights Agreement, which are filed as Exhibits
10.1 and 10.2 to this Current Report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c). Exhibits.
Number Exhibit
10.1 Equity Purchase Agreement, dated August 20, 2021, by and between Luduson G
Inc., and Williamsburg Venture Holdings, LLC
10.2 Registration Rights Agreement, dated August 20, 2021, by and between
Luduson G Inc., and Williamsburg Venture Holdings, LLC
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
2
© Edgar Online, source Glimpses