Intelligent Living Application Group Inc 6-K, filed Feb 27, 2025

Intelligent Living Application Group Inc. (ILAG)

6-K 2025-02-27 For: 2025-02-27

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Added on April 06, 2026

About this 6-K

Intelligent Living Application Group Inc filed this 6-K on February 27, 2025.

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Exhibit Number		Description
5.1		Opinion of Conyers Dill & Pearman
10.1		Placement Agent Agreement between the Company and Craft Capital Management LLC dated February 25, 2025
99.1		Press Release date February 26, 2025
99.2		Press Release date February 27, 2025

	Intelligent Living Application Group Inc.

Date: February 27, 2025	By:	/s/ Bong Lau
	Name:	Bong Lau
	Title:	Chief Executive Officer

1.1.	the amended and restated memorandum (the “Memorandum”) and articles of association of the Company certified by the Secretary of the Company on 27 February 2025;

1.2.	unanimous written resolutions of the directors of the Company dated 25 February 2025 (the “Resolutions”);

1.3.	a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 26 February 2025 (the “Certificate Date”);

1.4.	such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

2.1.	the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;

2.2.	that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

2.3.	the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us;

2.4.	that the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, will remain in full force and effect and will not be rescinded or amended;

2.5.	that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein;

2.6.	that upon issue of any Ordinary Shares to be sold by the Company, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof;

2.7.	the validity and binding effect under the laws of the United States of America of the Registration Statement and that the Registration Statement will be duly filed with the Commission;

2.8.	the Company has not taken any action to appoint a restructuring officer;

2.9.	no invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any shares of the Company; and

2.10.	that on the date of issuance of any of the Ordinary Shares, (i) the Company will have sufficient authorised but unissued Ordinary Shares, and (ii) the Company is and after issuing such Ordinary Shares will be able to pay its debts.

4.1.	The Company is duly incorporated and existing under the laws of the Cayman Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Act (the “Act”), a company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Act.

4.2.	Based solely on our review of the Memorandum, the authorised share capital of the Company is US$50,000 divided into 500,000,000 shares of a nominal or par value of US$0.0001 each, comprising of (i) 450,000,000 Ordinary Shares of a nominal or par value of US$ 0.0001 each, and (ii) 50,000,000 preferred shares of a nominal or par value of US$0.0001 each of such class or classes (however designated) as the board of directors may determine in accordance with Article 12 of the Articles.

4.3.	The Company has taken all corporate action required to authorise the allotment and issue of the Ordinary Shares. When issued and paid for as contemplated by the Registration Statement and the Prospectus Supplement, the Ordinary Shares will be validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

	(a)	Standstill. From the date hereof until 90 days after the Closing Date (the “Standstill Period”), neither the Company nor any Subsidiary shall (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (except in the ordinary course to employees, directors and other service providers); (ii) file or caused to be filed any registration statement with the SEC relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (except a S-8 registration statement); (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise.

	(b)	Lock-up Agreement. The Company’s officers and directors shall enter into a customary “lock-up” agreement, in a form enclosed hereto as Exhibit A, in favor of the Placement Agent pursuant to which such persons and entities shall agree, for a period of ninety (90) days after the final closing of the Placement, that they shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, subject to customary exceptions.

	Very truly yours,

	Craft Capital Management LLC

	By:
	Name:
	Title:

	Address for notice:

	377 Oak Street, Lower Concourse
	Garden City, NY 11530
	Attention: Stephen Kiront, Chief Operating Officer
	Email:

Intelligent Living Application Group Inc.

By:
Name:	Bong Lau
Title:	CEO

	(i)	as a bona fide gift or gifts,

	(ii)	to any trust for the direct or indirect benefit of the undersigned or a member of members of the immediate family of the undersigned,

	(iii)	if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of the undersigned, (2) to limited partners, limited liability company members or stockholders of the undersigned, or (3) in connection with a sale, merger or transfer of all or substantially all of the assets of the undersigned or any other change of control of the undersigned, not undertaken for the purpose of avoiding the restrictions imposed by this Lock-Up Agreement,

	(iv)	if the undersigned is a trust, to the beneficiary of such trust,

	(v)	by testate or intestate succession,

	(vi)	to a charity or educational institution,

	(vii)	upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with the receipt by the undersigned from the Company of Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Shares issued under an equity incentive plan of the Company or an employment arrangement or the transfer of Shares or any securities convertible into Shares to the Company, but only to the extent such right expires during the Lock-up Period, and

	(viii)	by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement.

	Very truly yours,


	(Name - Please Print)


	(Signature)


	(Name of Signatory, in the case of entities - Please Print)


	(Title of Signatory, in the case of entities - Please Print)

	Address: