Item 8.01 Other Events.
Effective August 2, 2022, Coinllectibles Private Limited ("CPL") entered into a
Sale and Purchase Agreement with CHAN Hin Yip, pursuant to which CPL agreed to
purchase approximately 58 collectible items from Mr. Chan for a purchase price
of HKD 1,305,000 (approximately USD $167,308) (the "Purchase Price"), Cosmos
Group Holdings, Inc. aka Coinllectibles Inc. (the "Issuer") through its
subsidiaries holds approximately 80% of the issued and outstanding securities of
Grand Gallery Limited ("CGL"), and Mr. Chan is a director and 5% equity owner of
CGL.
In connection with the Sale and Purchase Agreement, effective August 2,
2022, the Issuer and CHAN Hin Yip entered into a Note Purchase Agreement
pursuant to which the Issuer agreed to pay the Purchase Price via a promissory
note that will be converted into shares of the Issuer's common stock at a
conversion price equal to 90% of the volume weighted average closing price of
the Issuer's common stock for the ten days immediately prior to February 2,
2023.
The foregoing descriptions of the Sale and Purchase Agreement and Note Purchase
Agreement are not complete and are qualified in their entirety by reference to
the form of the Sale and Purchase Agreement and Note Purchase Agreement which
are incorporated herein by reference and attached hereto as Exhibits 10.1
and10.2.
Item - 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Sale and Purchase Agreement, dated August 2, 2022, by and between
Coinllectibles Private Limited and CHAN Hin Yip.*
10.2 Note Purchase Agreement, dated August 2, 2022, by and between Cosmos
Group Holdings, Inc. aka Coinllectibles Inc. and CHAN Hin Yip. *
*Filed herewith.
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