SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 1, 2020
AB International Group Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55979 | 37-1740351 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
48 Wall Street, Suite 1009, New York, NY |
10005 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 918-4519
______________________ (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 (17CFR 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)) |
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. [ ]
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 1, 2020, we entered into a Securities Purchase Agreement (“JSC SPA”) with Jefferson Street Capital LLC, a New Jersey limited liability company (“Jefferson Street”), pursuant to which we issued and sold to Jefferson Street a convertible promissory note, dated September 1, 2020, in the principal amount of $82,500 (the “Jefferson Street Note”). We received $75,000 after paying fees and expenses.
The maturity date for repayment of the Jefferson Street Note is September 1, 2021 and the Jefferson Street Note bears interest at 10% per annum. All principal and accrued interest on the Jefferson Street Note is convertible into shares of our common stock at the election of Jefferson Street at any time at a conversion price equal the lesser of: (i) 60% of the lowest trading price for our common stock during the 20 day trading period before the issue date of the Jefferson Street Note; or (ii) 60% of the lowest trading price for our common stock during the 20 trading day period immediately prior to conversion.
We have the right to prepay the Jefferson Street Note at any time prior to 180 days following the closing date. The amount we are required to prepay is 135% of the principal amount plus accrued interest and other charges.
The Jefferson Street Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties.
On September 1, 2020, we entered into a Securities Purchase Agreement (“Firstfire SPA”) with Firstfire Global Opportunities Fund, LLC., a Delaware limited company (“Firstfire”), pursuant to which we issued and sold to the Firstfire a convertible promissory note, dated September 1, 2020 in the principal amount of $75,000(the “Firstfire Note”). We received $71,250 after fees and expenses.
The maturity date for repayment of the Firstfire Note is June 1, 2021 and the Fildeis Note bears interest at 10% per annum. All principal and accrued interest on the Firstfire Note is convertible into shares of our common stock at the election of Firstfire at any time at a conversion price equal the lesser of: (i) 60% of the lowest trading price for our common stock during the 20 day trading period before the issue date of the Jefferson Street Note; or (ii) 60% of the lowest trading price for our common stock during the 20 trading day period immediately prior to conversion.
We have the right to prepay the Firstfire Note at any time prior to 180 days following the closing date. The amount we are required to prepay is 120 to 140% of the principal amount plus accrued interest and other charges, depending on the amount of time that has passed since issuance.
The Firstfire Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties.
The foregoing description of the JSC SPA, the Jefferson Street Note, the Firstfire SPA and the Firstfire Note and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the JSC SPA, the Jefferson Street Note, the Firstfire SPA and the Firstfire Note, which are included in this Current Report as Exhibits 10.1, 4.1, 10.2 and 4.2, respectively, and are incorporated herein by reference.
If the above notes are converted prior to us paying off such notes under the prepayment provisions, it would lead to substantial dilution to our shareholders as a result of the conversion discounted for the notes. There can be no assurance that there will be any funds available to pay the notes, or if available, on terms that will be acceptable to us or our shareholders. If we fail to obtain such additional financing on a timely basis, the purchasers may convert the notes and sell the underlying shares, which may result in significant dilution to shareholders due to the conversion discount, as well as a significant decrease in our stock price.
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SECTION 2 - FINANCIAL INFORMATION
Item 2.03 – Creation of a Direct Financial Obligation
The information set forth in Items 1.01 is incorporated into this Item 2.03 by reference.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 4.1 | Jefferson Street Note |
| 4.2 | Firstfire Note |
| 10.1 | JSC SPA |
| 10.2 | Firstfire SPA |
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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.
AB International Group Corp.
/s/ Chiyuan Deng
Chiyuan Deng
President
Date: September 4, 2020
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