Item 1.01 Unregistered Sales of Equity Securities.
On November 24, 2020, the Board of Directors of the Company approved the issuance of approximately 6,223,520 shares of common stock at a deemed price of $0.005 per share for services to certain non-US founders of the Company, including the following:
Thai-Yen Ling, 583,335 shares;
Yen-Hua Huang, 583,335 shares;
Pao-Chi Chu, 526,815 shares;
Cheng-Hsiang Kao, 500,000 shares;
Hsu-Chih Lee, 500,015 shares;
Che-Li Lin, 500,000 shares;
Yen-Husn Chen,500,000 shares;
Yueh-CHuan Tsai, 250,000 shares; and
Fuk-Chen Suen, 2,290,020 shares.
These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act since the purchasers agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act.
