UNITED STATES
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): July 24, 2023 (July 21, 2023)
EvoAir Holdings Inc.
(Exact name of registrant as specified in Charter)
Nevada | 98-1353613 | 8713 | ||
(State or other jurisdiction of incorporation or organization) | IRS Employer Identification Number | Primary Standard Industrial Classification Code Number |
EvoAir Holdings Inc.
31-A2, Jalan 5/32A
6 ½ Miles off Jalan Kepong
52000 Kuala Lumpur, Malaysia
(Address of Principal Executive Offices)
+603 6243 3379
(Registrant’s telephone number)
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 (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
☐ | 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. ☒
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.001 | EVOH | OTC Markets – Pink Sheet |
Item 3.02 Unregistered Sale of Equity Securities
Private Placement in February
As previously disclosed, EvoAir Holdings Inc. (the “Company”) entered into Regulation S share subscription agreements (the “Regulation S SPAs”) with 31 investors (the “Regulation S Investors”), each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Company agreed to issue and sell in aggregate 250,132 shares of common stock (“Common Stock”), par value $0.001 per share (the “SPA Shares”) to the Regulation S Investors, at a per share purchase price of $2.50 (the “Offering”) as part of a series of the private placement offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds from the Offering in aggregate was approximately $625,330.
Closing
The SPA Shares were issued on July 21, 2023, and the Regulation S SPAs were closed on July 21, 2023.
The foregoing is only a brief description of the material terms of the SPAs, and 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 such exhibits.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
10.1* | Form of Subscription Agreement between Regulation S Investors and EvoAir Holdings Inc. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Previously filed
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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.
EvoAir Holdings Inc. | ||
Date: July 24, 2023 | By: | /s/ Low Wai Koon |
Low Wai Koon | ||
Chairman, President and Chief Executive Officer | ||
(Principal Executive Officer) |
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