VSBC VitaSpring Biomedical Company Ltd (CE)

Item 1.01 Unregistered Sales of Equity Securities.

On March 24, 2021, the Board of Directors of VitaSpring Biomedical Co Ltd. (the “Company”) approved the issuance of 7,135,015 shares of common stock to certain non-U.S. officers, directors, advisors and employees of the Company for services, which shares shall have a deemed basis of $0.05 per share.   

In addition, the Board of Directors approved the issuance of 1,000,000 shares of common stock to certain non-US investors at a price of $0.05 per share.

These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act since the purchasers agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act.