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): September 30, 2021
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Fuse Group Holding Inc. |
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(Exact Name of Registrant as Specified in its Charter) |
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Nevada |
333-202948 |
47-1017473 |
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(State of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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805 W. Duarte Rd., Suite 102
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(Address of principal executive offices) |
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(626) 210-0000 |
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(Registrant’s telephone number, including area code) |
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):
☐ 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))
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 ☒
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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None |
N/A |
N/A |
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Item 1.01 |
Entry Into a Material Definitive Agreement |
See the information set forth in Item 1.02, which is incorporated by reference herein.
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Item 1.02 |
Termination of a Material Definitive Agreement. |
On September 30, 2021, Fuse Group Holding Inc. (the “Company”) and Fuse Biotech, Inc., a wholly owned subsidiary of the Company (the “Buyer”) entered into a Termination Agreement (the “Termination Agreement”) with E-Mo Biotech Holding Inc., a company incorporated under the laws of Nevada (the “E-Mo”), Qiyi Xie, a resident of California (“Xie”), Quan Qinghua, a citizen and resident of China (“Quan”), Jing Li, a citizen and resident of China (“Li”) and HWG Capital Sdn Bhd, a company incorporated under laws of Malaysia (“HWG” and hereinafter collectively with Xie, Quan and Li, the “Sellers”), effective on September 30, 2021.
Pursuant to the Termination Agreement, the parties agreed to terminate the Share Exchange Agreement, which was originally entered into by and among the Company, the Buyer, the Sellers and E-Mo on March 11, 2021 (the “Share Exchange Agreement”). The Company and Buyer originally entered into the Share Exchange Agreement to acquire all the issued and outstanding shares of E-Mo from the Sellers in exchange for 100,000,000 shares of common stock of the Company (the “Share Exchange Transaction”), as disclosed in the Form 8-K filed by the Company on March 17, 2021 and amended on October 1, 2021. Pursuant to the Share Exchange Agreement, the closing of the Share Exchange Transaction (the “Closing”) shall take place at such time and date as the parties shall agree in writing after the Share Exchange Agreement has been executed by the parties and all closing conditions have been fulfilled or waived. The Share Exchange Agreement may be terminated and the transactions contemplated thereof may be abandoned at any time before the Closing by written notice of the Seller who holds majority equity interest of E-Mo or the Buyer to the other parties. The Share Exchange Transaction has not been closed as the closing conditions have not been fully fulfilled or waived. Pursuant to the Termination Agreement, the parties agreed to terminate the Share Exchange Agreement and waive all rights to notice of termination as may be otherwise provided under the Share Exchange Agreement or applicable laws.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
During the preparation of responses to comments from the staff of the Securities and Exchange Commission (“SEC”), Division of Corporate Finance, Fuse Group Holding Inc. (the “Company”), on management’s recommendation and after discussion with Prager Metis CPAs, LLP (“Prager Metis”), the Company’s independent registered public accounting firm, concluded on September 30, 2021 that the financial statements for each of the three months ended June 30, 2021 and March 31, 2021, as presented in our Quarterly Reports on Form 10-Q, should no longer be relied upon due to the accounting issue set forth below.
The accounting issue relates to the reclassification of 14,285,715 shares issued as prepayment for acquisition of mining rights for $1,000,000 to a deduction from stockholder’s equity in accordance with SAB Topic 4:E.
Accordingly, the Company will restate its financial statements for each of the three month periods ended June 30, 2021 and March 31, 2021, by disclosing the effect of these errors in an amended Form 10-Q for each of the three months ended June 30, 2021 and March 31, 2021, respectively.
The Company’s Board of Directors and executive officers have discussed the above matters with Prager Metis.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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10.1 |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
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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Fuse Group Holding Inc. |
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Date: October 1, 2021 |
By: |
/s/ Umesh Patel |
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Umesh Patel |
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Chief Executive Officer |
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EXHIBIT 10.1
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (hereinafter referred to as this “Agreement”) is made and entered into as of September 30, 2021 (the “Effective Date”), by and among Fuse Group Holding Inc., a company incorporated under laws of Nevada (the “Company”), Fuse Biotech Inc., a company incorporated under laws of Nevada (“Buyer”), Qiyi Xie, a resident of California (“Xie”), Quan Qinghua, a citizen and resident of China (“Quan”), Jing Li, a citizen and resident of China (“Li”) and HWG Capital Sdn Bhd, a company incorporated under laws of Malaysia (“HWG” and hereinafter collectively with Xie, Quan and Li, the “Sellers” and, each individually, a “Seller”), and E-Mo Biotech Holding Inc., a company incorporated under the laws of Nevada (the “E-Mo Biotech” and, collectively with the Company, Buyer, Sellers, the “Parties” and, each individually, a “Party”). Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Terminated Agreement.
WHEREAS, Buyer is a wholly-owned subsidiary of the Company; and
WHEREAS, E-Mo is a start-up and development-stage company that engages in research and development of vaccine, treatment or diagnostic products and currently has no commercial sales or revenues; and
WHEREAS, the Parties entered into a Share Exchange Agreement on March 11, 2021 (the “Terminated Agreement”), pursuant to which the Company will issue to the Sellers in aggregate of 100,000,000 shares of common stock of the Company (the “Fuse Shares”) in exchange of all the issued and outstanding shares of E-Mo Biotech (the “E-Mo Shares”) owned by the Sellers; and
WHEREAS, pursuant to the Terminated Agreement, it may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing by written notice of the Seller who holds majority equity interest of E-Mo Biotech or the Buyer to the other parties; and
WHEREAS, the transaction contemplated in the Terminated Agreement has not been closed and the Company has not issued Fuse Shares to the Sellers and the Sellers have not transferred E-Mo Shares to the Buyer; and
WHEREAS, The Parties now desire pursuant to this Agreement to terminate the Terminated Agreement and waive all the notice requirements for the termination as may be otherwise provided under the Terminated Agreement.
NOW THEREFORE, in consideration of the promises and obligations contained herein below, and other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the Parties agree as follows:
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1. |
Termination of the Terminated Agreement. |
(a) Parties hereby agree that, as of the Effective Date, the Terminated Agreement is hereby terminated, null and void and of no further force or effect.
(b) The Parties hereby waive all rights to notice of termination as may be otherwise provided under the Terminated Agreement or applicable laws.
2. Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of California without giving effect to the choice of law provisions thereof. The Parties to this Agreement, acting for themselves and for their respective successors and assigns, without regard to domicile, citizenship or residence, hereby expressly and irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent and subject themselves to the jurisdiction of the state and federal courts sitting in the County of Los Angeles, California, in respect of any matter arising under this Agreement.
3. Authority. The individual executing this Agreement on behalf of each Party has been validly authorized and directed to sign this Agreement on behalf of that Party and by signing in such capacity will bind that Party, and all individuals and entities on whose behalf he or she signs to all of the terms of this Agreement.
4. Further Assurances. Each Party shall execute and deliver all such further instruments and documents as may reasonably be requested by the other Party in order to fully carry out the intent and accomplish the purposes of this Agreement and the undertakings contemplated thereby in any and all countries.
5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement, binding on all of the Parties hereto. The Parties agree that electronic or facsimile copies of signatures shall be deemed originals for all purposes hereof and that a Party may produce such copies, without the need to produce original signatures, to prove the existence of this Agreement in any proceeding brought hereunder.
6. Acknowledgement. The Parties acknowledge that they have personally read this Agreement and that they have reviewed, or have had the opportunity to review, the same with legal counsel of their own choosing. The Parties further acknowledge that they have been provided a full and ample opportunity to study this Agreement and to make inquiry of the factual and legal matters to which it relates, and that this Agreement fully and accurately reflects the content of any and all understandings and agreements between the Parties concerning the matters referenced herein, that there have been no other understandings and agreements made by either of the Parties, and that the Parties are not relying on any other understandings or agreements whatsoever as an inducement to execute this Agreement.
[Signatures on following page]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
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FUSE GROUP HOLDING INC. |
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By: |
/s/Umesh Patel |
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Name: |
Umesh Patel |
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Title: |
Chief Executive Officer |
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Address: Email: Fax: |
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FUSE BIOTECH INC. |
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By: |
/s/Umesh Patel |
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Name: |
Umesh Patel |
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Title: |
Chief Executive Officer |
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Address: Email: Fax: |
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QIYI XIE |
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By: |
/s/Qiyi Xie |
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Name: Address: Email: Fax: |
Qiyi Xie |
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| QUAN QINGHUA | ||
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By: |
/s/Quan Qinghua |
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Name: Address: Email: Fax: |
Quan Qinghua |
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| JING LI | ||
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By: |
/s/Jing Li |
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Name: Address: Email: Fax: |
Jing Li |
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| HWG CAPITAL SDN BHD | ||
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By: |
/s/Dato’ Aaron Lim Ooi Hong |
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Name: |
Dato’ Aaron Lim Ooi Hong |
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Title: Address: Email: Fax: |
Director |
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| E-MO BIOTECH HOLDING INC. | ||
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By: |
/s/Qiyi Xie |
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Name: Title: Address: Email: Fax: |
Qiyi Xie Chief Executive Officer |
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