Item 1.01 Entry into a Material Definitive Agreement
On
The issuance of the Conversion Shares was exempt from the registration
requirements of the Securities Act of 1933, as amended, as Kung is an accredited
investor, as defined in Regulation D promulgated under the Securities Act, is
not a U. S. Person, as defined in Regulation S promulgated under the Securities
Act and the transaction was fully negotiated and consummated outside
Item 3.02 Sale of
On May 263, 2023, the Company issued an aggregate of 1,111,111 shares of its
common stock in consideration of its release from obligations in the aggregate
amount of
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Debt Conversion Agreement datedMay 26, 2023 , between the Company andYun-Kuang Kung 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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