WB Burgers Asia, Inc 8-K, filed Aug 14, 2023
WB Burgers Asia, Inc. (WBBA)
About this 8-K
WB Burgers Asia, Inc filed this 8-K on August 14, 2023, reporting on events of August 9, 2023.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
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
Date of Report (Date of Earliest Event Reported): August 9, 2023
| WB<br>Burgers Asia, Inc. | ||||
| (Exact<br>name of registrant as specified in its charter) | ||||
| --- | --- | --- | --- | --- |
| Nevada | 000-56233 | 00-0000000 | ||
| (state<br>or other jurisdiction of incorporation) | (Commission<br>File Number) | (IRS<br>Employer Identification Number) | ||
| --- | --- | --- | ||
| 3F<br>K’s Minamiaoyama<br><br>6-6-20<br>Minamiaoyama, Minato-ku,<br><br>Tokyo<br>107-0062, Japan | 107-0062 | |||
| (address<br>of principal executive offices) | (zip<br>code) | |||
| --- | ||||
| 81-90-6002-4978 | ||||
| (registrant’s<br>telephone number, including area code) | ||||
| --- | ||||
| N/A | ||||
| (former<br>name or former mailing address, if changed since last report) |
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 pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications 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 [X]
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. [ ]
“We”, “Us”, and or “The Company” refer to WB Burgers Asia, Inc., a Nevada Corporation.
3.02 Unregistered Sales of Equity Securities
On August 9, 2023, we sold 434,783 shares of restricted Common Stock to Takahiro Fujiwara, a Japanese Citizen, at a price of $0.023 per share of Common Stock. The total subscription amount paid by Takahiro Fujiwara was approximately $10,000. Takahiro Fujiwara is not a related party to the Company.
The Company intends to use the proceeds from the aforementioned sale of shares for working capital.
The aforementioned sale of shares was conducted pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). The sale of shares was made only to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
Following the sale of restricted common stock mentioned above, we now have 1,071,153,462 shares of common stock issued and outstanding as of the date of this report.
Item 9.01 Financial Statements and Exhibits.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| WB Burgers Asia, Inc. | |
|---|---|
| Dated:<br>August 14, 2023 | /s/ Koichi Ishizuka |
| Koichi Ishizuka<br><br>Chief Executive Officer |