Attached files
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EX-10.1 - Rito Group Corp. | ex10-1.htm |
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): April 20, 2018
Commission file number 000-55796
Rito Group Corp.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction of Incorporation or Organization)
47-3588502 | 5960 | |
(IRS Employer | (Primary Standard Industrial | |
Identification Number) | Classification Code Number) |
Room 6C, 4/F, Block C, Hong Kong Industrial Centre,
489 Castle Peak Road,
Lai Chi Kok, Hong Kong
(852) 2385 8598
(Address & telephone number of principal executive offices)
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) | |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) | |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) | |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Item 3.02. | Unregistered Sales of Equity Securities. |
On April 17, 2018, Rito Group Corp. (the “Company”) completed the issuance and sale of an aggregate of 30,000 shares at a price of $1.50 per share with each share consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) in a private placement to Lam Mei Yi Olive and Tsang Pui Ming (the “investors”), pursuant to the Subscription Agreements dated as of April 17, 2018 between the Company and the investors. Lam Mei Yi Olive purchased 20,000 shares, while Tsang Pui Ming purchased 10,000 shares. The net proceeds to the Company amounted to $45,000. The $45,000 in proceeds went directly to the Company as working capital.
The shares sold in the private placement were issued in reliance on an exemption from registration under Section 4(a)(2) and/or Regulation S of the Securities Act of 1933, as amended (“Regulation S”). The bases for the availability of this exemption include the facts that the sales of the stock were made to non-U.S. persons (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.
Item 9.01 | Financial Statements And Exhibits |
(a) | Financial Statements of Business Acquired. |
Not applicable
(b) | Pro Forma Financial Information. |
Not applicable
(d) | Exhibits. |
Exhibit No. | Description | ||
10.1 | Form of Subscription Agreement dated as of April 17, 2018 |
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, thereunto duly authorized.
RITO GROUP CORP. | ||
(Name of Registrant) | ||
Date: April 20, 2018 | By: | /s/ Choi Tak Yin Addy |
Title: | Chief
Executive Officer, President and Director (Principal Executive Officer) | |
Date: April 20, 2018 | By: | /s/ Choy Wing Fai |
Title: | Chief
Financial Officer, Chief Accounting Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | |
Date: April 20, 2018 | By: | /s/ Kao Pun Yiu Philip |
Title: | Chief Technical Officer, Director | |
Date: April 20, 2018 | By: | /s/ Or Ka Ming |
Title: | Chief Operating Officer, Secretary, Director |