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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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.
Item 3.02Unregistered Sales of Equity Securities
On January 10, 2022, Novagant Corp., a Nevada corporation (the " Corporation ") delivered an aggregate of 135,245,629 restricted shares of Corporation common stock, par value $0.001 per share, to 6 service providers, and 15 employees as compensation in lieu of cash for services valued at an aggregate of $135,246. The issue of Common Stock was made in reliance on Regulation S under the Securities Act, exempting transactions offshore the United States, except with respect to the issue of Common Stock to Novagant’s Chief Executive Officer, Mr. WeiQun Chen, which was made in reliance on Section 4(a)(2) of the Securities Act, as a transaction not involving any public offering. None of the securities were sold through an underwriter and, accordingly, there were no underwriting discounts or commissions involved. All of the recipients are non-US Persons, and the securities were issued exempt from registration under Regulation S of the Securities Act of 1933.
The following table sets forth information regarding the issuance of unregistered securities by the registrant. As a consequence, the registrant had a total of 485,235,333 shares of common stock outstanding.
Num | Shareholder Name | Shares | $ Cost Basis | Reason for issuance | Date |
1 | XU,HONGZHEN | 13900000 | 13900 | Director Services | 1/10/2022 |
2 | CHENG,YINGKANG | 13800000 | 13800 | Employee | 1/10/2022 |
3 | ZENG,HAIYAN | 13600000 | 13600 | Director Services | 1/10/2022 |
4 | KONG,WINGKWOK | 10000000 | 10000 | Employee | 1/10/2022 |
5 | XU,LUYAO | 13500000 | 13500 | Employee | 1/10/2022 |
6 | ZHAN,CHONGFANG | 13500000 | 13500 | Employee | 1/10/2022 |
7 | XU,RUI | 13500000 | 13500 | Employee | 1/10/2022 |
8 | ZHANG,YAOCAI | 7323329 | 7323.329 | Employee | 1/10/2022 |
9 | LIU,LEI CHRISTINE | 5298000 | 5298 | Employee | 1/10/2022 |
10 | GUO,LONGLING | 4400000 | 4400 | Employee | 1/10/2022 |
11 | HUANG,XUEMEI | 3000000 | 3000 | Employee | 1/10/2022 |
12 | WU,HUANQIU | 2436000 | 2436 | Employee | 1/10/2022 |
13 | SUN,YONG | 1879300 | 1879.3 | Employee | 1/10/2022 |
14 | QU,JINGNA | 1664000 | 1664 | Employee | 1/10/2022 |
15 | ZHU,JIANLIN | 1494000 | 1494 | Employee | 1/10/2022 |
16 | CAI,SHAOYONG | 1440000 | 1440 | Investor Relations | 1/10/2022 |
17 | WANG,HONG | 1400000 | 1400 | Investor Relations | 1/10/2022 |
18 | LIN,JIANYONG | 1400000 | 1400 | Administration | 1/10/2022 |
19 | LAI,SHUCHAN | 920000 | 920 | Security Guard | 1/10/2022 |
20 | CHEN,LIJIE | 791000 | 791 | Security Guard | 1/10/2022 |
21 | WONG,WANSHING | 10000000 | 10000 | Public Relations | 1/10/2022 |
On January 14, 2022, Novagant Corp., a Nevada corporation (the " Corporation ") issued an aggregate of 8,403,692 restricted shares of Corporation common stock, par value $0.001 per share, to a group of service providers and named individuals in exchange for services rendered or to be rendered to Novagant Corp.. The fair market value of the Common Stock was determined by the board of directors of Novagant Corp. at $0.20 per share. The issue of Common Stock was made in reliance on Regulation S under the Securities Act, exempting transactions offshore the United States, except with respect to the issue of Common Stock to Novagant’s Chief Executive Officer, Mr. WeiQun Chen, which was made in reliance on Section 4(a)(2) of the Securities Act, as a transaction not involving any public offering. None of the securities were sold through an underwriter and, accordingly, there were no underwriting discounts or commissions involved. All of the recipients are non-US Persons, and the securities were issued exempt from registration under Regulation S of the Securities Act of 1933.
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, thereunto duly authorized.
/s/ WeiQun Chen |
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WeiQun Chen, CEO |
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Dated: January 14, 2022