Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Trading on OTCQB Market Exchange
On January 21,2022, the Company announced that had has received approval from
OTC Markets Group for its securities to be designated as trading on the OTCQB
Venture Market Exchange as of January 21 ,2022, under the OTCQB ticker symbol
OTCQB: NWCN.
Item 3.02 Unregistered Sales of Equity Securities.
Issuance of Convertible Promissory Note
On January 18, 2022, the Company entered into a Subscription Agreement with Wong
Yuk Chor ("the Subscriber") under which the Subscriber agreed to purchase the 1%
Senior Unsecured Convertible Note Agreement from the Company for an agreement
purchase price of two million five hundred thousand US Dollars ($2,500,000). On
the same date, the Company signed the with 1% Senior Unsecured Convertible Note
Agreement under which the Company may sell and issue to the Subscriber up to an
aggregate maximum amount of $2,500,000 in principal amount of Convertible Notes
prior to January 19, 2027. The Convertible Promissory Notes issued to the
Investor are convertible at the holder's option into shares of Company common
stock at $1.25 per share.
ITEM 9.01 EXHIBITS.
The following exhibits are filed as part of this report or incorporated by
reference:
Exhibit No. Description
10.1 Subscription Agreement
10.2 1% Senior Unsecured Convertible Note
101 Pursuant to Rule 406 of Regulation S-T, the cover page is formatted
in Inline XBRL (Inline eXtensible Business Reporting Language).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document and included in Exhibit 101).
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