6-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of June 2023

Commission File Number 001-41385

Visionary Education Technology Holdings GroupInc.

(Translation of registrant’s name into English)

105 Moatfield Dr. Unit 1003

Toronto, Ontario, Canada M3B 0A2

905-739-0593

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒             Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Appointment of Independent Director

On June 6, 2023, the Board of Directors (the “Board”) of Visionary Education Technology Holdings Group Inc. (the “Company”) appointed Mr. Michael John Viotto as a director of the Company. On June 13, 2023, the Board determined that Mr. Viotto satisfies the definition of “independent director” under Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended, and as defined by NASDAQ Rule 5605(a)(2), and confirmed Mr. Viotto as an independent director of the Board.

Mr. Viotto has extensive experience in the finance industry, including business development, risk assessment and management. He is currently an independent director for Golden Heaven Group Holdings LTD. (NASDQ: GDHG), serving as the Chairman of the Compensation Committee and a member of the Nominating and Audit Committee since July 2022. Mr. Viotto is also an independent director for Sentage Holdings Inc. (NASDAQ: SNTG), serving as the Chairman to the Compensation Committee and Member to Nominating and Audit Committees since July 2021. In addition, Mr. Viotto was previously an independent director for Dunxin Financial Holdings Ltd. (NYSE AMERICAN: DXF) from December 2017 to April 2021, and a non-executive independent director for Future World Financial Holdings, Inc., a Hong Kong Stock Exchange listed company, from September 2016 to January 2017. Mr. Viotto was also previously the Chief Financial Officer to Fuse Group Holdings Inc. (OTCMKTS FUST) from August 16, 2017, to November 30, 2022. Mr. Viotto received his Bachelor of Science Degree in Business Administration from California Polytechnic University located in Pomona, California in March 1985.

The Company will also enter into its standard indemnity agreement with Mr. Viotto, the form of which was filed as Exhibit 10.46 to Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File No. 333-263290) filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2022. In addition, Ms. Fan Zhou, the Company’s Chief Executive Officer, has also agreed to indemnify Mr. Viotto against such liabilities and expenses pursuant to an indemnification agreement, the form of which was filed as Exhibit 10.47 to Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File No. 333-263290) filed with the SEC on March 24, 2022.

Except as disclosed in this report, there are no arrangements or understandings with any other person pursuant to which Mr. Viotto was appointed as a director of the Company. There are also no family relationships between Mr. Viotto and any of the Company’s directors or executive officers. Except as disclosed in this report, Mr. Viotto has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

As a result of Mr. Viotto’s appointment, the Company’s Board is now comprised of five (5) members, including four (4) independent directors.

On June 16, 2023, the Company issued a press release announcing changes to its Board. A copy of the press release is attached hereto as Exhibit 99.1.

Exhibit Index

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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, thereto duly authorized.

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Exhibit 99.1

VEDU Announces Changes to Board of Directors

TORONTO, ON / PRNewswire / June 16, 2023 / Visionary Education Technology Holdings Group Inc. (the "Company") (NASDAQ:VEDU), a private education provider located in Canada, with subsidiaries in Canada and market partners in China, today announced changes to the Company’s Board of Directors (the “Board”). Effective June 6, 2023, the Board appointed our founder, majority shareholder, Executive Director, and Chief Executive Officer Ms. Fan Zhou as Chairman of the Board, and appointed Mr. Michael Viotto as a member of the Board. Mr. Viotto was confirmed as an independent director by the Board on June 13, 2023.

Ms. Zhou has over 20 years of experience in international vocational education in Canada and China. In 2000, she became the director of China marketing at US Xintra International Computer Institute (“Xintra”) in Toronto, Canada. Between 2001 to 2004, she became the director of the China Branch of Xintra in Guangzhou, China, and later the chair of Guangzhou Xintra Computer Ltd. and the Principal of Guangzhou Xintra Computer Training School. From 2005 to 2019, she was the director for the International Financial Management Association, South China Chapter and the chair and chief executive officer of China Youth Lang Dun Education Culture and Technology in Toronto, Canada, From 2015 to 2019, she served as the marketing director for the Toronto E-School, now a subsidiary of our Company, to promote and market the program in China, and served as the director of the International Commercial Art Designer Association (“ICAD”) in Toronto, Canada, where she managed the program for ICAD certification. She is the executive chairman of the Canada-China Economic and Trade Development Policy Committee, the Chairman of the Board of Directors for the North American Chinese Culture and Education Exchange Promotion Association, and, since March 2020, the Chairman of the Board of Directors for the Canadian Youth Education Mutual Aid Association. Ms. Zhou is pursuing her doctorate (PhD Candidate) degree from Jinan University in China. We believe Ms. Zhou will make contributions to us in the areas of corporate strategies, financing, and potential mergers and acquisitions.

Mr. Viotto was chosen to serve as a member of the Board due to his extensive experience in the finance industry, including business development, risk assessment and management. Mr. Viotto received his Bachelor of Science Degree in Business Administration from California Polytechnic University in Pomona, California in 1985. Mr. Viotto has worked in finance industry for more than 30 years, and has served as a member of the board for multiple public companies for nearly 15 years.

The Company previously received the resignation of MR. Marc Kealey from the Board and as Chairman of the Board, effective as of June 1, 2023.

Ms. Fan Zhou, Chief Executive Officer and the Chairman of the Board of Directors of the Company, commented, "I would like to express our great gratitude on behalf of the Board to Mr. Marc Kealey for his dedicated services to the Company, and we wish him the best in his future endeavors. I look forward to bringing my many years of industry experience to this broader role as we further expand our business vertically to capture more growth opportunities in the industry. We also welcome Mr. Michael Viotto as the new member of the board."

About Visionary Education Technology HoldingsGroup Inc.

Visionary Education Technology Holdings Group Inc., headquartered in Toronto, Canada, is a private education provider located in Canada, with subsidiaries in Canada and market partners in China, that offers high-quality education resources to students around the globe. The Company aims to provide access to secondary, college, undergraduate and graduate and vocational education to students in Canada through technological innovation so that more people can learn, grow and succeed to their full potential. As a fully integrated provider of educational programs and services in Canada, the Company has been serving and will continue to serve both Canadian and international students. For more information, visit the Company's website at https://ir.visiongroupca.com/.

Forward-Looking Statements

All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "believes," "expects," "anticipates," "estimates," "intends," "would," "continue," "should," "may," or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and in its other filings with the SEC.

For more information, please contact:

Visionary Education Technology Holdings Group Inc.

Investor Relations Department

Email: ir@farvision.ca