Item 3.02 Unregistered Sales of
OnOctober 1, 2021 , the board of directors ofZoompass Holdings, Inc. approved the issuance of 16,021,610 common shares, being the final tranche of shares to be issued pursuant to the share exchange agreement with BGC datedMay 31, 2020 . OnOctober 16, 2021 , the board of directors approved the issuance of 10,464,968 common shares to settle debts owed in the amount of$627,892 to certain officers of the Company and its subsidiary. These are reported atSeptember 30, 2021 in Accounts payable and accrued liabilities. OnOctober 17, 2021 , the board of directors approved the issuance of 1,453,140 common shares to settle debts owed in the amount of$87,188 owed to unrelated third parties. These are reported atSeptember 30, 2021 in Notes payable. OnNovember 10, 2021 , the board of directors approved the issuance of 10,000,000 common shares to certain individuals for their contributions to the business over the last eighteenmonths of service. These shares are to be held in escrow and released quarterly over the next 26 months startingMarch 31, 2022 , and every three months subsequently on a pro-rate basis.
On
Subsequent to
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.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
OnDecember 16, 2021 , the Company filed Articles of Conversion with theNevada Secretary of State and a Continuation Application and Notice of Articles with the BC Registry Services which effected a change of jurisdiction of incorporation of the Company fromNevada , toBritish Columbia . The Company is in the process of notifying theFinancial Industry Regulatory Authority ("FINRA") of the name change. The new CUSIP number for the Company's common stock following the name change is 46616X 106. The Articles of Conversion as filed with the Secretary of State of theState of Nevada is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the Continuation Application and Notice of Articles with the BC Registry Services is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference,.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
3.1 Articles of Continuation 3.2 Continuation Application and Notice of Articles
By: /s/Manny Bettencourt Manny Bettencourt CEO
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