Current Report Filing (8-k)
26 1월 2023 - 6:01AM
Edgar (US Regulatory)
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0001826660
2023-01-19
2023-01-19
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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
Date
of Report (Date of earliest event reported): January 19, 2023
WETOUCH
TECHNOLOGY INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
20-4080330 |
(State or other jurisdiction
of incorporation) |
|
(I.R.S. Employer
Identification Number) |
|
|
|
No.29,
Third Main Avenue, Shigao Town, Renshou County, Meishan, Sichuan, China |
|
620500 |
(Address
of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (86) 028-37390666
(Former
name or former address, if changed since last report.)
N/A
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 (17 CFR 230.425) |
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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
N/A |
|
N/A |
|
N/A |
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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
January 19, 2023, Wetouch Technology Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement
(the “Agreement”) with the buyers indicated therein (collectively, the “Buyers”), pursuant to which the Company
sold to the Buyers an aggregate of 160,000,000 shares of the common stock of the Company (the “Shares”) for an aggregate
purchase price of $40,000,000, or $0.25 per share. The net proceeds of the offering (after deducting legal and accounting fees and expenses)
shall be used by the Company for working capital and general corporate purposes and the repayment of debt.
The
Company and the Buyers made certain representations and warranties to each other that are customary for transactions similar to this
one, subject to specified exceptions and qualifications. The Company also agreed to indemnify the Buyers and all of their officers, directors,
employees and agents from and against any and all losses, liabilities and damages, and expenses in connection therewith, as a result
of to (a) any material breach of any covenant, agreement or obligation of the Company contained in the Agreement, or (b) any cause of
action, suit or claim brought or made against such person and arising out of or resulting from the execution, delivery, performance or
enforcement of the Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company
shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities, which is permissible under
applicable law.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the complete text of the form
of the Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
Reference
is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
The
issuance of the Shares pursuant to the Agreement is intended to be exempt from registration pursuant to Section 4(a)(2) and/or Rule 506
of Regulation D and/or Regulation S as promulgated by the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended. The securities are subject to transfer restrictions, and the certificates evidencing the Shares will contain an appropriate
legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration
or pursuant to an exemption therefrom.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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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WETOUCH TECHNOLOGY
INC. |
|
|
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Date: January 25, 2023 |
By: |
/s/
Zongyi Lian |
|
Name: |
Zongyi Lian |
|
Title: |
President and Chief Executive officer (Principal Executive
Officer) |
Wetouch Technology (QB) (USOTC:WETH)
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