UNITED STATES
SECURITIES 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 September 2022
Commission File Number 001-41385
Visionary Education Technology Holdings Group
Inc.
(Translation of registrant’s name into English)
200 Town Centre Blvd.
Suite 408A
Markham, Ontario, Canada L3R 8G5
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 ☐
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only
permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits
the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must
furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the
registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities
are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the
registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Entry into a Material Definitive Agreement.
Visionary Education Technology Holdings Group
Inc. (the “Company”) entered into an Amended and Restated Securities Purchase Agreement (the “SPA”) as of September
19, 2022, with an accredited investor (the “Purchaser”), to issue and sell to the Purchaser a senior secured convertible note
of the Company in the principal amount of $1.5 million (the “Note”), and a Series A Warrant and a Series B Warrant to purchase
additional common shares of the Company (the Series A Warrant and the Series B Warrant are collectively referred to as the “Warrants”).
The Company issued the Note and the Warrants as
of September 19, 2022. The Note is subject to an original issue discount of 10%, and is convertible, in whole and in part, from time to
time at the option of the Purchaser commencing March 19, 2023 into the Company’s common shares at a conversion price equal to the
lower of (i) $4.00, and (ii) the greater of (x) the Floor Price then in effect and (y) 85% of the lowest trading price of our common shares
during the 15 consecutive trading day period preceding the delivery of the conversion notice. Pursuant to the original issue discount,
the Purchaser paid $1,350,000 for the Note and related Warrants, less certain fees, and expenses payable by the Company. The Note may
not be converted to the extent that the number of common shares owned by the Purchaser and its affiliates will exceed 4.99% of the issued
and outstanding shares of the Company at the time of conversion.
The Note matures on September 19, 2023, or earlier
under certain conditions set forth in the SPA. The Note accrues interest at the greater of (x) the sum of the prime rate plus four and
a half percent (4.5%) per annum and (y) nine percent (9%) per annum, provided that, subject to certain conditions set forth in the SPA,
the Company may elect to pay such interest in common shares. The Note ranks senior to all present and future Company indebtedness, subject
to certain permitted senior indebtedness (including real estate mortgages). The Company has the right to redeem all, but not less than
all, of the outstanding balance under the Note at a 20% premium to the greater of the balance of the Note and the number of common shares
into which the Note can then be converted.
The Company’s obligations under the Note,
the SPA, the Warrants and other transaction documents are secured by (i) the grant of a first priority lien by the Company and its subsidiaries
upon substantially all of the personal and real property of the Company and its subsidiaries pursuant to a security agreement between
the Company, its subsidiaries and the Purchaser (the “Security Agreement”) and (ii) by a pledge of 3,620,378 shares held by
our principal shareholder, director, and executive director, Fan Zhou (the “Pledge Agreement"). The Company’s obligations
under the Note are also subject to a guaranty by the Company and its subsidiaries (the “Guaranty”).
Under the SPA, the Purchaser has customary preemptive
rights to participate in any future financing by the Company and the Company agreed to certain restrictions on changes in its capital
structure, including the Company’s agreement to certain restrictions on the issuance of additional equity securities so long as
the Purchaser owns any Securities (as defined in the SPA), or to engage in any Dilutive Issuances (as defined in the Note) so long as
the Note or any Warrants are outstanding.
The Company delivered to Purchaser the Warrants
registered in the name of the Purchaser. The Series A Warrant grants the Purchaser the right to purchase 1,279,357 common shares at an
exercise price of $4.00 per share until September 19, 2032. The Series B Warrant grants the Purchaser the right, from March 19, 2023 until
September 19, 2032, to purchase 1,944,445 common shares at an exercise price equal to lower of (i) $3.60 and (ii) the greater of (x) the
Floor Price (as defined in the Note) and (y) 75% of the lowest volume weighted average price of the Company’s common shares during
the 15 consecutive trading day period preceding the delivery of the exercise notice. The Warrants may not be exercised to the extent that
the number of common shares owned by the Purchaser and its affiliates will exceed 4.99% of the issued and outstanding shares of the Company.
The Company is required to use its best efforts
to file, as soon as practicable, a registration statement on the appropriate form providing for the resale by the Purchaser of the common
shares issuable upon exercise of the Warrants and conversion of the Note, including interest on the Note through the first anniversary
of the Closing Date. The Company is also required to use its best efforts to cause such registration statement to become effective and
to always maintain the effectiveness of such registration statement until the Purchaser no longer owns any Warrants or Notes or common
shares issuable upon exercise or conversion thereof.
The foregoing description of the SPA, Note, Warrants,
Pledge Agreement, Registration Rights Agreement, Security Agreement, and Guaranty is a summary and is qualified in its entirety by reference
to the full text of these documents filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, and 10.8, respectively, to this Current
Report on Form 6-K and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 12
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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VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC. |
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Date: September 26, 2022 |
By: |
/s/ Guiping Xu |
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Guiping Xu |
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Chief Executive Officer |
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