Item 3.02 Unregistered Sales of Equity Securities.
On October 1, 2021, the board of directors of Zoompass Holdings, Inc. approved
the issuance of 16,021,610 common shares, being the final tranche of shares to
be issued pursuant to the share exchange agreement with BGC dated May 31, 2020.
On October 16, 2021, the board of directors approved the issuance of 10,464,968
common shares to settle debts owed in the amount of $627,892 to certain officers
of the Company and its subsidiary. These are reported at September 30, 2021 in
Accounts payable and accrued liabilities.
On October 17, 2021, the board of directors approved the issuance of 1,453,140 common shares to settle debts owed in the amount of
$87,188 owed to unrelated third parties. These are reported at September 30, 2021 in Notes payable.
On November 10, 2021, the board of directors approved the issuance of 10,000,000
common shares to certain individuals for
their contributions to the business over the last eighteenmonths of service. These shares are to be held in escrow and released quarterly over the next 26 months starting March 31, 2022, and every three months
subsequently on a pro-rate basis.
On January 10, 2022, the board of directors approved the issuance of 2,333,333
common shares to an individual in exchange $350,000 CDN.
Subsequent to September 30, 2021, the Company repaid a long-term debt due to
Moxies, an amount of $29,041
These securities qualified for exemption under Section 4(2) of the Securities
Act since the issuance of securities by us did not involve a public offering.
The offering was not a "public offering" as defined in Section 4(2) due to the
insubstantial number of persons involved in the deal, size of the offering,
manner of the offering and number of securities offered. We did not undertake an
offering in which we sold a high number of securities to a high number of
investors. In addition, these shareholders had the necessary investment intent
as required by Section 4(2) of the Securities Act since the purchasers agreed to
and received share certificates bearing a legend stating that such securities
are restricted pursuant to Rule 144 of the Securities Act. This restriction
ensures that these securities would not be immediately redistributed into the
market and therefore not be part of a "public offering." Based on an analysis of
the above factors, we have met the requirements to qualify for exemption under
Section 4(2) of the Securities Act.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
On December 16, 2021, the Company filed Articles of Conversion with the Nevada
Secretary of State and a Continuation Application and Notice of Articles with
the BC Registry Services which effected a change of jurisdiction of
incorporation of the Company from Nevada, to British Columbia.
The Company is in the process of notifying the Financial Industry Regulatory
Authority ("FINRA") of the name change. The new CUSIP number for the Company's
common stock following the name change is 46616X 106.
The Articles of Conversion as filed with the Secretary of State of the State of
Nevada is attached as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference, and the Continuation Application and Notice of
Articles with the BC Registry Services is attached as Exhibit 3.2 to this
Current Report on Form 8-K and is incorporated herein by reference,.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
3.1 Articles of Continuation
3.2 Continuation Application and Notice of Articles
January 13, 2022
By: /s/ Manny Bettencourt
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