LDSN Luduson G Inc (PK)

Item 1.01 Entry into a Material Definitive Agreement.

As of April 6, 2021, Luduson G Inc., a Delaware corporation (“we” or “us”), entered into an Investment Agreement with Strattner Alternative Credit Fund LP, a Delaware limited partnership (“Investor”), pursuant to which the Investor agreed to invest up to Five Million Dollars ($5,000,000) in accordance with the terms and conditions of that certain Investment Agreement, dated as of April 6, 2021, by and between us and the Investor (the “Investment Agreement”). During the Open Period, 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 Investment Agreement. The Open Period means the period beginning on and including the trading day immediately following the Effective Date and ending on the earlier to occur of the termination of the Investment Agreement or the date that is 36 months after the Effective Date. The Effective Date means the date on which the Securities and Exchange Commission (SEC) declares effective under the Securities Act of 1933, as amended, the registration statement covering the securities issued pursuant to the Investment Agreement.

In connection with the Investment 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 Investment Agreement, among other securities. We agreed to use our best efforts to file such registration statement with the SEC within 90 days of April 6, 2021.

The foregoing descriptions of the Investment 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.