ICGL Image Chain Group Limited Inc (CE)

Item 3.02 Unregistered Sales of Equity Securities

On March 27, 2019, Image Chain Group Limited, Inc. (“Image Chain”), delivered an aggregate of 1,269,000 shares of its common stock, par value U.S.$0.001 per share (“Common Stock”), to a group of employees and service providers in exchange for services rendered or to be rendered to Image Chain. The fair market value of the Common Stock was determined by the board of directors of Image Chain to be US$2.20 per share. The issue of Common Stock was made in reliance on Regulation S under the Securities Act, exempting transactions offshore the United States, except with respect to the issue of Common Stock to Image Chain’s Chief Executive Officer, Mr. David Po, which was made in reliance on Section 4(a)(2) of the Securities Act, as a transaction not involving any public offering. None of the securities were sold through an underwriter and, accordingly, there were no underwriting discounts or commissions involved.