Current Report Filing (8-k)
27 April 2021 - 9:48PM
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): April 26, 2021 (April 19, 2021)
LUCKWEL
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
Nevada
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333-187874
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46-1660653
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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125
Cambridgepark Drive, Suite 301,Cambridge
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MA
02140
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, include area code +1 (617) 430 5222
(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 (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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. [ ]
Section
1 - Registrant’s Business and Operations
Item
1.01. Entry Into a Material Definitive Agreement.
On
April 20, 2021, Luckwel Pharmaceuticals Inc. (the “Company”) entered Subscription Agreements with six (6) individuals (the
“Investors”), pursuant to which the Company, in a private placement, agreed to issue and sell to the Investors an aggregate
of 300,000 restricted shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a price
per share of $0.40 for gross proceeds of approximately $120,000 (the “Private Placement”).
The
Company retained Dikais Lee as the placement agent pursuant to a Placement Agent Agreement dated April 19, 2021 for the Private Placement
and agreed to pay him a fee equal to 5.0% of the aggregate gross proceeds from the Private Placement.
The
representations, warranties and covenants contained in the Subscription Agreements and Placement Agent Agreement were made solely for
the benefit of the parties to the Subscription Agreements and Placement Agent Agreement and may be subject to limitations agreed upon
by the contracting parties. Accordingly, the Subscription Agreements and Placement Agent Agreement are incorporated herein by reference
only to provide investors with information regarding the terms of the Subscription Agreements and Placement Agent Agreement and not to
provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the
disclosures in the Company’s periodic reports and other filings with the SEC.
The
foregoing description of the Subscription Agreements and Placement Agent Agreement is qualified in its entirety by reference to the form
of Subscription Agreement and Placement Agent Agreement, a copy of which are attached hereto as Exhibits 10.1 and 10.2 respectively and
incorporated in this Item 1.01 by reference.
Section
3 – Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities
The
information set forth in Item 1.01 hereof is hereby incorporated by reference into this Item 3.02. The issuance of our common stock pursuant
to the Subscription Agreements will be exempt from registration pursuant to the provisions of Section 4(a)(2) of the Securities Act of
1933 (the “Securities Act”), as amended and Regulation S under the Securities Act for purposes of the Private Placement of
the shares of common stock as such shares have not been offered or sold in the United States or to, or for the account or benefit of,
U.S. persons (as defined in Regulation S under the Securities Act) or persons in the United States.
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.
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LUCKWEL
PHARMACEUTICALS INC.
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Date:
April 26, 2021
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/s/
Kingrich Lee
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Name:
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Kingrich
Lee
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Title:
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Chief
Executive Officer and Chief Financial Officer
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