Item 3.02 Unregistered Sale of Equity Securities

On May 20, Unex Holdings Inc. (the "Company") closed subscription of US$185,185 of its shares of common stock with Ms. Ang Lee Kim Jane (the "Investor"), who is a "non-U.S. Persons" as defined in Regulation S of the securities Act of 1933, as amended, in connection with the previously announced share subscription agreement (the "Share Subscription Agreement") entered into between the Company and the Investor on February 15, 2022, pursuant to which the Company agreed to issue and sell 74,074 shares of its common stock, at a per share purchase price of $2.50 (the "Offering"), as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50.

The above-described sale and issuance of common shares were not registered under the Securities Act of 1933, as amended ("Securities Act"), or the securities laws of any state, are subject to resale restrictions and may not be offered or sold in the United States absent registration under the Securities Act. The Company has relied on the exclusion from registration provided by Rule 903 of Regulation S under the Securities Act to offer and sell shares to the foreign subscriber.

The form of the Share Subscription Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and such document is incorporated herein by reference. The foregoing is only a brief description of the material terms of the Share Subscription Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number                                  Description

10.1        Form of Subscription Agreement between Ms. Ang Lee Kim Jane and Unex
          Holdings Inc., dated February 15, 2022
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)




2

© Edgar Online, source Glimpses