SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2020
LEADER CAPITAL HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
Room 2708-09, Metropolis Tower,
10 Metropolis Drive, Hung Hom, Hong Kong
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: +852 3487 6378
(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:
|[ ]||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)).|
Securities registered pursuant to Section 12(b) of the Act: 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).
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. [ ]
Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2020, Leader Capital Holdings Corp., a Nevada corporation (the “Company”), entered into a stock forfeiture letter (the “Stock Forfeiture Letter”) with First Leader Capital Ltd., a significant stockholder of the Company and an entity solely owned and controlled by Yi-Hsiu Lin, the Company’s Chief Executive Officer and a member of the Company’s board of directors. Pursuant to the Stock Forfeiture Letter, on June 30, 2020, First Leader Capital Ltd. forfeited and surrendered 5,500,000 shares (the “Surrendered Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and the Surrendered Shares were automatically cancelled and retired (the “Stock Cancellation”). First Leader Capital Ltd. agreed to forfeit and cancel the Surrendered Shares in exchange for the benefit from reducing the Company’s outstanding Common Stock to be more in line with what management deems to be market expectations based on the Company’s current valuation. Immediately following the Stock Cancellation, the Company had 108,184,073 shares of Common Stock issued and outstanding.
The foregoing description of the Stock Forfeiture Letter and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Stock Forfeiture Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
On June 30, 2020, the Company’s board of directors agreed to grant a new employee of JFB Internet Service Limited, a wholly owned subsidiary of the Company, (i) 5,000,000 shares of Common Stock in connection with such employee’s employment (the “Inducement Shares”) and (ii) 5,000,000 shares of Common Stock upon the achievement of each of two milestones set forth in such employee’s offer letter relating to the FinMaster mobile application. In addition, on that same day, the Company’s board of directors granted an aggregate of 4,500,000 to a consultant and a service provider in exchange for services rendered (the “Consultant Shares”). After giving effect to the Stock Cancellation, following the issuance of the Inducement Shares and the Consultant Shares, the Company will have 117,684,073 shares of Common Stock issued and outstanding.
The Company offered and/or issued the shares of Common Stock described herein in reliance upon the exemption from registration afforded by Section 4(a)(2) under the Securities Act of 1933, as amended. The offers and issuances of the shares of Common Stock did not involve a “public offering” based upon the following factors: (i) the offers and/or issuances of the shares of Common Stock were isolated private transactions; (ii) a limited number of shares of Common Stock were offered to a limited number of individuals and entities; (iii) there were no public solicitations; (iv) the investment intent of the recipients; and (v) the restriction on transferability of the shares of Common Stock issued or issuable.
Item 9.01 Financial Statements and Exhibits
|10.1||Stock Forfeiture Letter, dated as of June 30, 2020, by and between Leader Capital Holdings Corp. and First Leader Capital Ltd.|
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.
|LEADER CAPITAL HOLDINGS CORP.|
|Date: July 7, 2020||By:||/s/ Yi-Hsiu Lin|
|Chief Executive Officer|
STOCK FORFEITURE LETTER
June 30, 2020
Ladies and Gentlemen:
This letter agreement (“Letter Agreement”) is being entered into by and between Leader Capital Holdings Corp., a Nevada corporation (the “Company”), and First Leader Capital Ltd. (the “Stockholder”), the principal stockholder of the Company.
In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Companyand the Stockholder hereby agree as follows:
1. Share Cancellation. Effective as of the date hereof (the “Effective Time”), the Company shall cancel, and the Stockholder shall forfeit and surrender forever all of his right, title and interest in and to 5,500,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) held by the Stockholder (the “Surrendered Shares”). As of the Effective Time, and without any action on part of the Company or the Stockholder, all the Surrendered Shares shall cease to be outstanding and shall be cancelled and retired and shall cease to exist. The Stockholder acknowledges that it is a stockholder of the Company and, as a result, will receive benefit from reducing the Company’s outstanding Common Stock to be more in line with what management deems to be market expectations based on the Company’s current valuation, and such benefit constitutes full and fair consideration for the surrender of the Surrendered Shares. The Stockholder hereby renounces any right or interest he may have in the Surrendered Shares as of and after the Effective Time.
2. Conditions to Effectiveness. The provisions set forth in paragraph 1 of this Letter Agreement shall take effect as of the Effective Time.
3. Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company as follows:
a. Power; Due Authorization; Binding Agreement. The Stockholder has full power and authority to execute and deliver this Letter Agreement, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. This Letter Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except to the extent that enforceability may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors rights generally and to general principles of equity.
b. Ownership of Shares. The Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of 56,500,000 shares of Common Stock, such shares are free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise transfer such shares), except pursuant to any applicable restrictions on transfer under the Securities Act of 1933, as amended, and the Stockholder does not own, beneficially or otherwise, any other shares of Common Stock.
a. This Letter Agreement may be amended only by a written instrument executed by the Company and the Stockholder.
b. This Letter Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party shall be entitled to assign or delegate any of its rights or duties hereunder without first obtaining the express prior written consent of each other party hereto, such consent not to be unreasonably withheld.
c. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable to contracts entered into within the borders of such state and without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties (i) agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in United States District Court for the Southern District of New York or any New York State court, and irrevocably submits to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum. EACH OF THE PARTIES HERETO (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES) HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
d. The parties agree that irreparable damage would occur in the event that any of the provisions of this Letter Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Company shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Letter Agreement and to enforce specifically the terms and provisions of this Letter Agreement in court, this being in addition to any other remedy to which the Company is entitled at law or in equity.
e. This Letter Agreement may be executed in multiple counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which counterparts, when taken together, shall constitute but one and the same letter agreement. The exchange of copies of this Letter Agreement and of signature pages hereto by facsimile or electronic mail in portable document format shall constitute effective execution and delivery of this letter agreement. Signatures of the parties transmitted by facsimile or electronic mail in portable document format shall be deemed to be the parties’ original signatures for all purposes.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties have executed this Letter Agreement, all as of the date first written above.
|LEADER CAPITAL HOLDINGS CORP.|
|By:||/s/ Shui Fung Cheng|
|Name:||Shui Fung Cheng|
|FIRST LEADER CAPITAL LTD.|
|By:||/s/ Yi-Hsiu Lin|
[Signature page to Forfeiture Letter]