August 5, 2021, Leader Capital Holdings Corp. (the “Company”) entered into a securities purchase agreement (the “Agreement”)
with an individual accredited investor (the “Investor”) who is not a “U.S. person” as defined in Regulation
S promulgated under the Securities Act of 1933, as amended (the “Securities Act”) relating to the issuance and sale by the
Company to the Investor of up to 4,000,000 shares of restricted common stock, par value $0.0001 per share, of the Company (the
“Common Stock”) for the purchase price of $0.10 per share in two separate tranches for the aggregate purchase price of $400,000.
The Investor purchased 1,650,000 shares of Common Stock under the first tranche and may purchase the remaining 2,350,000 shares of Common
Stoc k on or before December 31, 2021. The parties each made customary representations, warranties, and covenants in connection with the
transaction, including, among other things, that the Investor is (i) a “non-U.S. Person” as defined in Regulation S and is
acquiring the Shares for the purpose of investment and (ii) an “accredited investor” as defined in Rule 501 under the
August 20, 2021, the Company entered into a securities purchase agreement (the “Subsequent Agreement”) with an individual
accredited investor who is not a “U.S. person” as defined in Regulation S promulgated under the Securities Act. The terms
of the Subsequent Agreement and the Agreement are essentially the same, except for the date of the agreement, the number of shares of
Common Stock issuable thereunder, and the number of tranches. Pursuant to the terms of the Subsequent Agreement, the investor
may purchase up to 6,000,000 shares of Common Stock in three tranches: up to 1,000,000 shares purchasable on or before August 31, 2021,
in the first tranche, and up to 2,500,000 shares purchasable in each of the second and third tranches on or before October 29, 2021,
and December 31, 2021, respectively.
of the date of this Current Report, the Company is in receipt of $165,000 representing the sale of 1,650,000 shares of Common Stock in
the first tranche of the Agreement and $100,000 representing the sale of 1,000,000 shares of Common Stock in the first tranche
of the Subsequent Agreement.
sale of Common Stock in the aforementioned transactions was exempt from the registration requirements of the Securities Act pursuant
to Regulation S thereunder. Alternatively, the issuance of Common Stock set forth in the Agreement was made in reliance on the exemption
provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering.
foregoing description of the terms of the Agreement and the Subsequent Agreement and the transactions contemplated thereby does not purport
to be complete and is qualified in its entirety by reference to the form of the securities purchase agreement filed as Exhibit 10.1 to
this Current Report.
3.02 Unregistered Sales of Equity Securities.
information set forth in Item 1.01 above is incorporated herein by reference.
9.01 Financial Statements and Exhibits.
Form of securities purchase agreement
Schedules, exhibits, and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes
to furnish copies of such omitted materials supplementally upon request by the U.S. Securities and Exchange Commission.
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.
CAPITAL HOLDINGS CORP.
September 2, 2021
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