September 3, 2021, Leader Capital Holdings Corp. (the “Company”) entered into a securities purchase agreement (the “SPA”)
with an individual accredited investor (the “Investor”), to issue and sell to the Investor 100,000 shares (the “Shares”)
of the Company’s restricted common stock, par value $0.0001 per share (“Common Stock”), for a purchase price of $0.25
per share (the “Offering”). The Company issued the Shares to the Investor on September 8, 2021, resulting in $25,000 in aggregate
proceeds for the Company.
SPA contains representations and warranties, covenants and conditions, customary for transactions of this type.
foregoing description of the SPA 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 the full text of the form of SPA, a copy of which is attached hereto as Exhibit 10.1
and is incorporated herein by reference.
3.02 Unregistered Sales of Equity Securities.
the extent required by this Item 3.02, the disclosure set forth in Item 1.01 above is incorporated herein by reference. The issuance
of the Shares in the Offering will not be registered under the Securities Act of 1933, as amended (the “Securities Act”),
in reliance on an exemption from registration (a) under Section 4(a)(2) of the Securities Act, (b) under Rule 504 or Rule 506 of Regulation
D under the Securities Act and/or (c) provided by Regulation S of the Securities Act inasmuch as the Investor is not a “U.S. person”
(as defined in Rule 902 under the Securities Act) and the requirements of Rule 903 under the Securities Act are otherwise met.
the issuance of the Shares to the Investor on September 8, 2021, the Company had 158,049,219 shares of Common Stock issued and
9.01 Financial Statements and Exhibits.
of Securities Purchase Agreement
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 10, 2021
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