8-K

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

Dateof report (Date of earliest event reported): October 19, 2022

UNEX

HOLDINGS INC.

(Exactname of registrant as specified in Charter)

Nevada	98-1353613	8713
(State or other jurisdiction of incorporation or organization)	IRS Employer Identification Number	Primary Standard Industrial Classification Code Number

333-228161

(CommissionFile Number)

Unex

Holdings Inc.

31-A2, Jalan 5/23A

6 ½ Miles off JalanKepong

52000Kuala Lumpur, Malaysia

(Address of Principal Executive Offices)

+603

6243 3379

(Registrant’s telephone number)

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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ☒

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common Stock, $0.001	UNEX	OTC Markets – Pink Sheet

Item1.01. Entry into a Material Definitive Agreement.

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As previously disclosed, Unex Holdings Inc. (the “Company”) entered into a share subscription agreement (the “ShareSubscription Agreement”) with Mr. Wong Hon Wai (the “Investor”) dated June 3, 2022, pursuant to which the Company agreed to issue and sell 5,000 shares (the “Shares”) of its common stock, par value $0.001 per share (“CommonStock”) to the Investor, at a purchase price of $2.50 (the “Offering”), as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50.

Pursuant to the terms of the Share Subscription Agreement, the closing date (“Closing Date”) shall be 5 business days from the date of the Share Subscription Agreement or any other date as may be agreed by the Investor and the Company in writing. On the Closing Date, the Investor shall pay the purchase price to the Company, and the Company shall deliver to the Investor the Shares in book entry form within thirty days of the clearing of transfer of purchase price.

On October 19, the Company and the Investor entered into a supplemental agreement to the Share Subscription Agreement (the “SupplementalAgreement”), pursuant to which the parties agree that the Closing Date shall be November 1, 2022.

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Supplemental Agreement, and is subject to and qualified in its entirety by reference to the full text of the Supplemental Agreement, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K.

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Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description
10.1	Supplemental Agreement dated October 19, 2022, by and between Unex Holdings Inc. and Wong Hon Wai.
104	Cover Page Interactive Data File (embedded within the<br> Inline XBRL document)

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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 hereunto duly authorized.

	Unex Holdings Inc.
Date: October 25, 2022	By:	/s/ Low Wai Koon
		Low Wai Koon
		Chairman, President and Chief Executive Officer
		(Principal Executive Officer)

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Exhibit10.1

SupplementalAgreement to Share Subscription Agreement

This supplemental agreement (this “Agreement”) to the share subscription agreement dated June 3, 2022 (the “Share Subscription Agreement”) is signed by the Party A and Party B (together, the “Parties”) on October 19, 2022. Unless otherwise specified, terms used in this Agreement shall have the same meaning as those defined in the Share Subscription Agreement.

Party<br> A:	Unex<br> Holdings Inc.
Address:	31-A2,<br> Jalan 5-32A
	6<br> 1/2 Miles Off Jalan Kepong
Party<br> B:	Wong<br> Hon Wai
---	---
Malaysia<br> Passport Number:	******
Address:	******

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WHEREAS:

A.	Pursuant<br> to the Share Subscription Agreement, Party A has agreed to issue and sell and Party B has<br> agreed to subscribed for and to purchase, 5,000 shares of common stock of Party A, at a purchase<br> price of US$2.50 per share, for an aggregate purchase price of US$12,500.00.
B.	Subject<br> to Clause 2.2 of the Share Subscription Agreement, the Closing shall take place remotely<br> by electronic means (i) five (5) business days from the date of the Share Subscription Agreement,<br> or (ii) any other date as may be agreed by the Subscriber and the Company in writing (the<br> “Closing Date”).
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ITIS HEREBY AGREED AS FOLLOWS:-

1.	The<br> Parties hereby agree that the Closing shall take place remotely by electronic means on November<br> 1, 2022.
2.	All<br> other provisions in the Share Subscription Agreement shall remain unchanged and in full force<br> and effect. In the event of any inconsistency between the Share Subscription Agreement and<br> this Agreement, the provisions of this Agreement shall prevail.
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3.	This<br> Agreement and all questions concerning the construction, validity, enforcement and interpretation<br> of this Agreement shall be governed by and construed in accordance with the laws of the state<br> of New York without giving effect to any choice or conflict of law provision or rule thereof.
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(Signature page follows)

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PartyA

/s/<br> Low Wai Koon
For<br> and on behalf of
Unex<br> Holdings Inc.

PartyB

/s/<br> Wong Hon Wai
Wong<br> Hon Wai

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