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): July 7, 2022
AWAYSIS CAPITAL, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-21477 | 27-0514566 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
4405 Peter Road, Plantation, Florida 33304
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (954) 931-9244
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| ☐ | 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)) |
Securities Registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of 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 July 7, 2022, Awaysis Capital, Inc. (the “Company”) sold, in its ongoing private offering (the “Offering”) of up to $25 million of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price per share of $1.00, 25,000 shares (the “Shares”) of Common Stock for an aggregate of $25,000 in gross proceeds. The purchase of the Shares was pursuant to a Subscription Agreement & Investor Suitability Questionnaire for the Offering (the “Subscription Agreement”) with customary terms as between the Company and the investor.
On or about July 13, 2022, the Company entered into Subscription Agreements with investors in the Offering, relating to subscriptions for an aggregate of 1,193,000 shares of Common Stock (the “Pending Shares”) for aggregate gross proceeds of $1,193,000. The Company expects such proceeds to be funded, and the Pending Shares to be issued, by the end of July 2022.
The Shares, and the Pending Shares as and when funded, will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) under Regulation D of the Securities Act, as transactions by an issuer not involving any public offering.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 is incorporated by reference into this Item 3.02.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Date: July 13, 2022 | ||
| AWAYSIS CAPITAL, INC. | ||
| By: | /s/ Andrew Trumbach | |
| Name: | Andrew Trumbach | |
| Title: | President and CFO | |