Next Meats Holdings Inc (NXMH)

[cintrix]

8k filed: https://www.otcmarkets.com/stock/NXMH/disclosure
3.02 Unregistered Sales of Equity Securities



On or about April 5, 2022, we sold 91,000 shares of restricted Common Stock to Interwoos Co., Ltd., a Japanese Company, at a price of $0.90 per share of Common Stock. The purchase of Common Stock by Interwoos Co., Ltd. was authorized by its Chief Executive Officer Mr. Nobutaka Yoshii. The total subscription amount paid by Interwoos Co., Ltd. was approximately $81,900. Interwoos Co., Ltd. is not a related party to the Company.



The proceeds from this sale are to be used by the Company for working capital.



The aforementioned sale of shares was conducted pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). The sale of shares was made only to non-U.S. persons/entities (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.



A copy of the specimen subscription agreement for the sale of shares per the above transaction(s) is attached herein as exhibit 10.1. This Form 8-K does not purport to include full details and or terms of the sale of shares to the aforementioned party.



Following the sale of restricted common shares to Interwoos Co., Ltd., we now have 502,255,600 shares of Common Stock issued and outstanding as of the date of this report.