Item 3.02 Unregistered Sales of Equity Securities
On February 11, 2021, the board of directors of Luckwel Pharmaceuticals, Inc.
"the Company") determined that it was in the best interest of the Company to
convert $1.2 million of the $1,269,580.15 the Company currently owes to Mr.
Kingrich Lee, the Company's Chief Executive Officer, into 3,000,000 restricted
shares of its common stock, par value , par value $0.01 per share at $0.40 per
share.
The issuance of Company common stock to Mr. Lee will be exempt from registration
pursuant to the provisions of Section 4(a)(2) of the Securities Act, as amended
and Rule 506 of Regulation D promulgated thereunder. Mr. Lee has represented to
the Company that he (i) is an "accredited investor" as defined in Rule 501(a) of
Regulation D promulgated under the Securities Act, (ii) is knowledgeable,
sophisticated and experienced in making investment decisions of this kind, and
(iii) has had adequate access to information about the Company.
Further, the Company is relying on the exemptions from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended and Regulation S under
the Securities Act for purposes of the private placement of the shares of common
stock as such shares have not been offered or sold in the United States or to,
or for the account or benefit of, U.S. persons (as defined in Regulation S under
the Securities Act) or persons in the United States.
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LUCKWEL PHARMACEUTICALS INC. 