UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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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:
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| None | None | 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).
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Item 1.01 Entry into a Material Definitive Agreement
The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference into this Item 1.01 in its entirety.
Item 3.02 Unregistered Sales of Equity Securities.
On October 3, 2022, Leet Technology Inc., a Delaware corporation (the “Company”), issued to Porta Capital Limited, Bru Haas (B) Sdn Bhd, Bru Haas Sdn Bhd, Clicque Technology Sdn Bhd, Tilla Network Limited and Porta Network Inc., the Company’s related parties (individually as the “Related Party,” and collectively as the “Related Parties”), an aggregate of 5,898,256 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), of the Company pursuant to certain Debt Conversion Agreements, each dated September 30, 2022 (the “Debt Conversion Agreement”), between the Related Parties and the Company. Pursuant to the Board Resolution dated September 28, 2022 approving the adoption of certain Rights and Preferences of Series B Preferred Shares, the Agreements included the following rights: (i) Dividend Rights and (ii) Redemption Rights. The Series B Preferred Shares were issued on September 30, 2022. The securities were issued pursuant to the registration exemption under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
The Related Parties have a close association with the Company as Dai Song, the majority shareholder of the Company, sits on the board of directors of each Related Party and is the majority shareholder of Porta Capital Limited, Bru Haas (B) Sdn Bhd, Bru Haas Sdn Bhd, Tilla Network Limited and Porta Network Inc. As such, the Company and the Related Parties are under common control.
The foregoing description of the Debt Conversion Agreement is qualified in its entirety by reference to Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5 and Exhibit 10.6 to this Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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SIGNATURE
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.
| LEET TECHNOLOGY INC. | |||
| Date: October 3, 2022 | By: | /s/ Ding Jung, LONG | |
| Chief Executive Officer | |||
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