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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
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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. ☐
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Item 3.02 Unregistered Sales of Equity Securities
On March 14, 2022, we issued 70,000,000 shares of our common stock in a private placement at a purchase price of CDN $0.0025 (USD $0.002) raising gross proceeds of CDN $175,000 (USD $140,000). We have issued all of the shares to ten (10) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.
On March 14, 2022, we issued 5,000,000 shares of our common stock pursuant to debt settlement agreements with five (5) individuals. The deemed price of the shares issued was USD $0.002 per share. We have issued all of securities to five (5) U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) relying upon Rule 506 of Regulation D of the Securities Act of 1933.
On March 14, 2022, we issued 188,660,000 shares of our common stock pursuant to debt settlement agreements with fifty-seven (57) individuals. The deemed price of the shares issued was CDN $0.0025 (USD $0.002) per share. We have issued all of the shares to fifty-seven (57) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.
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Item 9.01 Financial Statements and Exhibits
| 10.1 | Form of Subscription Agreement-CDN Subscribers |
| 10.2 | Form of Debt Settlement Agreement |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
WOLVERINE TECHNOLOGIES CORP.
| /s/Richard Haderer | |
| Richard Haderer | |
| CFO and Director | |
| Date: March 14, 2022 |