CHINA HGS REAL ESTATE INC. : Unregistered Sale of Equity Securities (form 8-K)

Published: 2022-01-14 16:33:19 ET HGSH

Item 3.02 Unregistered Sales of Equity Securities

As disclosed on China HGS Real Estate Inc.'s (the "Company") Current Report on Form 8-K filed on December 20, 2021, the Company entered into a certain securities purchase agreement (the "SPA") with certain purchasers whom are "non-U.S. Persons" (the "Investors") as defined in Regulation S of the Securities Act, pursuant to which the Company agreed to sell an aggregate of 10,247,122 units (the "Units"), each Unit consisting of one share of common stock, par value $0.001 per share ("Common Stock") and a warrant to purchase three shares of Common Stock (the "Warrant") with an initial exercise price of $2.375 at a price of $2.375 per Unit, for an aggregate purchase price of approximately $24.3 million (the "Offering").

On January 14, 2022, the transaction contemplated by the SPA closed.

The issuance and sale of the Units is exempted from the registration requirement of the Securities Act of 1933, as amended pursuant to Regulation S promulgated thereunder.