Current Report Filing (8-k)
08 July 2020 - 6:15AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 30, 2020
LEADER
CAPITAL HOLDINGS CORP.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
000-56159
|
|
47-1100063
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
Room
2708-09, Metropolis Tower,
10
Metropolis Drive, Hung Hom, Hong Kong
|
|
|
(Address of principal
executive offices)
|
|
(Zip Code)
|
Registrant’s
telephone number, including area code: +852 3487 6378
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
|
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
|
|
|
[ ]
|
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
|
Securities
registered pursuant to Section 12(b) of the Act: None.
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01 Entry into a Material Definitive Agreement.
On
June 30, 2020, Leader Capital Holdings Corp., a Nevada corporation (the “Company”), entered into a stock forfeiture
letter (the “Stock Forfeiture Letter”) with First Leader Capital Ltd., a significant stockholder of the Company and
an entity solely owned and controlled by Yi-Hsiu Lin, the Company’s Chief Executive Officer and a member of the Company’s
board of directors. Pursuant to the Stock Forfeiture Letter, on June 30, 2020, First Leader Capital Ltd. forfeited and surrendered
5,500,000 shares (the “Surrendered Shares”) of the Company’s common stock, par value $0.0001 per share (the
“Common Stock”), and the Surrendered Shares were automatically cancelled and retired (the “Stock Cancellation”).
First Leader Capital Ltd. agreed to forfeit and cancel the Surrendered Shares in exchange for the benefit from reducing the Company’s
outstanding Common Stock to be more in line with what management deems to be market expectations based on the Company’s
current valuation. Immediately following the Stock Cancellation, the Company had 108,184,073 shares of Common Stock issued and
outstanding.
The
foregoing description of the Stock Forfeiture Letter and the transactions contemplated thereby do not purport to be complete and
are qualified in their entirety by reference to the full text of the Stock Forfeiture Letter, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item
3.02 Unregistered Sales of Equity Securities.
On
June 30, 2020, the Company’s board of directors agreed to grant a new employee of JFB Internet Service Limited, a wholly
owned subsidiary of the Company, (i) 5,000,000 shares of Common Stock in connection with such employee’s employment (the
“Inducement Shares”) and (ii) 5,000,000 shares of Common Stock upon the achievement of each of two milestones set
forth in such employee’s offer letter relating to the FinMaster mobile application. In addition, on that same day, the Company’s
board of directors granted an aggregate of 4,500,000 to a consultant and a service provider in exchange for services rendered
(the “Consultant Shares”). After giving effect to the Stock Cancellation, following the issuance of the Inducement
Shares and the Consultant Shares, the Company will have 117,684,073 shares of Common Stock issued and outstanding.
The
Company offered and/or issued the shares of Common Stock described herein in reliance upon the exemption from registration afforded
by Section 4(a)(2) under the Securities Act of 1933, as amended. The offers and issuances of the shares of Common Stock did not
involve a “public offering” based upon the following factors: (i) the offers and/or issuances of the shares of Common
Stock were isolated private transactions; (ii) a limited number of shares of Common Stock were offered to a limited number of
individuals and entities; (iii) there were no public solicitations; (iv) the investment intent of the recipients; and (v) the
restriction on transferability of the shares of Common Stock issued or issuable.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
LEADER CAPITAL HOLDINGS CORP.
|
|
|
Date: July 7, 2020
|
By:
|
/s/
Yi-Hsiu Lin
|
|
|
Yi-Hsiu Lin
|
|
|
Chief Executive Officer
|
Leader Capital (PK) (USOTC:LCHD)
Historical Stock Chart
From Apr 2024 to May 2024
Leader Capital (PK) (USOTC:LCHD)
Historical Stock Chart
From May 2023 to May 2024