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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/25/22 Unex Holdings Inc. 8-K:1,9 10/25/22 13:870K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 42K 2: EX-10.1 Material Contract HTML 305K 3: EX-10.2 Material Contract HTML 259K 8: R1 Cover HTML 47K 11: XML IDEA XML File -- Filing Summary XML 12K 9: XML XBRL Instance -- form8-k_htm XML 15K 10: EXCEL IDEA Workbook of Financial Reports XLSX 8K 5: EX-101.DEF XBRL Definitions -- unex-20221025_def XML 72K 6: EX-101.LAB XBRL Labels -- unex-20221025_lab XML 96K 7: EX-101.PRE XBRL Presentations -- unex-20221025_pre XML 64K 4: EX-101.SCH XBRL Schema -- unex-20221025 XSD 13K 12: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 13: ZIP XBRL Zipped Folder -- 0001493152-22-029521-xbrl Zip 94K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): i October 25, 2022
(Exact name of registrant as specified in Charter)
| i Nevada | i 98-1353613 | 8713 | ||
| (State or other jurisdiction of incorporation or organization) | IRS Employer Identification Number |
Primary Standard Industrial Classification Code Number |
(Commission File Number)
Unex Holdings Inc.
i 6 ½ Miles off i Jalan Kepong
i 52000 Kuala Lumpur, i Malaysia
(Address of Principal Executive Offices)
(Registrant’s telephone number)
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):
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 i ☒
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. i ☒
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Common Stock, $0.001 | i UNEX | OTC Markets – Pink Sheet |
C:
Item 1.01. Entry into a Material Definitive Agreement.
Private Placement in October
On October 25, 2022, Unex Holdings Inc. (the “Company”) entered into Regulation S share subscription agreements (the “Regulation S SPAs”) with eight investors (the “Regulation S Investors”), each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). On the same date, the Company entered into Regulation D share subscription agreements (the “Regulation D SPAs”) with two investors, (the “Regulation D Investors”) each of whom represented that it was an “Accredited Investors” as defined in Regulation D of the Securities Act.
Pursuant to the Regulation S SPAs and Regulation D SPAs (together, the “SPAs”) the Company agreed to issue and sell in aggregate, (i) 129,621 shares of common stock, par value $0.001 per share (“Common Stock”) to the Regulation S Investors, and (ii) 15,000 shares of Common Stock to the Regulation D Investors, respectively (the “Shares”), at a per Share purchase price of $2.50 (the “Offering”) as part of a series of the private placement offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds from the Offering in aggregate will be $361,553.
The Regulation S Investors to the SPAs have each made customary representations, warranties and covenants, including, among other things, that each of the Regulation S Investors are “non-U.S. Persons” as defined in Regulation S, and that each of the Regulation S Investors have not received an offer to purchase subscription shares inside the United States and will not originate a buy order inside the United States.
The Regulation D Investors to the SPAs have each made customary representations, warranties and covenants, including, among other things, that each of the Regulation D Investors are Accredited Investors as defined in Rule 501(a) of Regulation D.
The net proceeds of the Offering shall be used by the Company in connection with the Company’s general corporate purpose, provide working capital and to meet other capital requirements of the Company. The SPAs are subject to various conditions to closing, including that that the investor shall pay the purchase price to the Company on the closing date, and that the Company shall deliver to the investors the Shares in book entry form within thirty (30) days of the clearing of the transfer of purchase price. The shares of Common Stock to be issued in the Offering are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S promulgated thereunder, and Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.
The form of the Regulation S SPAs and form of Regulation D SPAs are filed as Exhibits 10.1 and 10.2, respectively to this Current Report on Form 8-K and such documents are incorporated herein by reference. The foregoing is only a brief description of the material terms of the SPAs, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 10.1 | Form of Subscription Agreement between Regulation S Investors and Unex Holdings Inc., dated October 25, 2022 | |
| 10.2 | Form of Subscription Agreement between Regulation D Investors and Unex Holdings Inc., dated October 25, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
C:
| C: 2 |
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.
| Unex Holdings Inc. | ||
| Date: October 25, 2022 | By: | /s/ Low Wai Koon |
| Low Wai Koon | ||
| Chairman, President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
C:
| 3 |
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on / For Period end: | 10/25/22 | 8-K | ||
| List all Filings | ||||
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