Current Report Filing (8-k)
28 10월 2022 - 9:01PM
Edgar (US Regulatory)
0001639327
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CN
0001639327
2022-10-28
2022-10-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
October 28, 2022
Date of Report (Date of earliest event reported)
GUSHEN, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada |
|
000-55666 |
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47-3413138 |
(State or other
jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
1312-13,
4th Floor, Building No.
2, 1 Hangfeng Rd,
Fengtai District,
Beijing,
China |
|
100070 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: +86-139-4977-8662
N/A
(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 |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act: None.
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
|
|
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 3.02 Unregistered
Sales of Equity Securities.
As previously disclosed in a current report on Form 8-K dated August
3, 2022 (the “Previous Report”), on July 31, 2022, the Company entered into a certain stock award agreement with each of certain
grantees (each, a “Participant”) pursuant to which the Company agreed to issue in aggregate 42,061,876 shares of restricted
stock (the “Restricted Stock”) under Section 6(c) the Company’s 2021 Equity Incentive Plan (the “EIP”),
a form of which is attached as Exhibit 10.2 to the Previous Report.
The shares of the Restricted Stock which would have been vested on
October 31, 2022, subject to each Participant’s continued employment with Zhuoxun Beijing (as defined in the Previous Report) until
such time and other terms and conditions set forth therein.
On October 28, 2022, as agreed by each of the Participants and the
Company, each of the award agreements was cancelled and voided pursuant to Section 7(b) of the EIP retroactively effective as of the date
of such award agreements. Accordingly, the shares of the Restricted Stock were cancelled before vesting.
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.
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Gushen, Inc. |
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|
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Date: October 28, 2022 |
By: |
/s/ Yulong Yi |
|
Name: |
Yulong Yi |
|
Title: |
President, Chief Executive Officer,
Chief Financial Officer,
Treasurer, Secretary, and Chairman |
2
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