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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): April 5, 2023

 

DUESENBERG TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

 

British Columbia, Canada	000-54800	99-0364150
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
No 21, Denai Endau 3, Seri Tanjung, Pinang, Tanjung Tokong, Penang, Malaysia		10470
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code		236-304-0299

 

N/A

(Former name or former 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:

 

☐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)) 

 

Emerging growth company ☐

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SECTION 3 - SECURITIES AND TRADING MARKETS

 

ITEM 3.02UNREGISTERED SALES OF EQUITY SECURITIES. 

 

As further described in Form 8-K, Duesenberg Technologies Ltd. (the “Company’”) issued on March 20, 2023, the Company entered into a manufacturing, sales, servicing, merchandise, and license agreement (the “License Agreement”) dated March 2, 2023, with Brightcliff Limited (“Brightcliff”). As consideration for the license, the Company agreed to a $5,000,000 fee, payable in cash or common shares, which shares would be issued at 25% discount to current market value.

 

On April 5, 2023, the Company issued a total of 14,814,815 shares of its common stock, representing 50% of the fee payable for the License Agreement at a 25% discount to market value of the Company’s shares on March 2, 2023. The shares were issued pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) based on the representations received from Brightcliff that it was not residents of the United States and was otherwise not “U.S. Person” as that term is defined in Rule 902(k) of Regulation S of the Act.

 

The above does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities in the United States. The securities have not been registered under the Act and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.

 

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

 

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS. 

 

(d)Exhibits 

 

Exhibit Number	Description of Exhibit
10.1	Manufacturing, Sales, Servicing Merchandise and License Agreement between the Company and Brightcliff Limited. dated March 2, 2023.(1)
99.1	News Release dated April 12, 2023.

 

(1)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on March 20, 2023. 

 

 

 

 

 

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	DUESENBERG TECHNOLOGIES INC.
Date: April 12, 2023
	By: /s/ Lim Hun Beng
	Lim Hun Beng
	Chief Executive Officer and President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Duesenberg Technologies Inc. No. 21, Denai Endau 3, Seri Tanjung Pinang, 10470 Tanjung Tokong, Penang, Malaysia

 

OTCQB: DUSYF

 

News Release

_________________________________________________________________________________________

DUESENBERG ISSUES SHARES AS CONSIDERATION FOR LICENSING RIGHTS

_________________________________________________________________________________________

 

PENANG, MALAYSIA - (April 12, 2023) Duesenberg Technologies Inc. (OTCQB: DUSYF) (the “Company” or “Duesenberg”), an OTCQB-listed issuer, announces today that on April 5, 2023, the Company issued 14,814,815 shares of its common stock, representing 50% of the fee payable for the License Agreement the Company entered into on March 2, 2023, with Brightcliff Limited (“Brightcliff”).  Brightcliff is considered to be a non-arm’s-length party, as Mr. Lim Hun Beng, the Company’s CEO, President and Director, is also a majority shareholder and director of Brightcliff (please refer to the news release the Company issued on March 20, 2023, for additional details on the License Agreement).

 

The shares were issued at a 25% discount to market value of the Company’s shares on March 2, 2023, and represent 50% of the fee payable under the License Agreement.

 

The above does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities in the United States. The securities have not been registered under the Act and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.

 

About Duesenberg Technologies Inc.

 

Duesenberg Technologies Inc. was established out of the collective ambition of investors experienced in the online business and marketing. Our goal was to help entrepreneurs and businesses turn their own ideas and visions into successful companies. The Company’s business strategy relies heavily on environmentally friendly technologies. Duesenberg Technologies’ goal is to be climate neutral across its full value chain, in line with the goals set by the Paris Agreement. The Company is committed to energy resiliency through Development in Energy Transition Goal. This strategy identifies an immediate and urgent need to reduce greenhouse gas emissions to help mitigate the effects of climate change, reduce energy use, and improve air quality. The Company is posed to play a vital role in supporting all three of these objectives by reducing the environmental impact through manufacturing a new type of luxury electric vehicles.

 

On behalf of the Board of Directors,

 

Lim, Hun Beng (Joe), President

 

CONTACT INFORMATION

Duesenberg Technologies Inc.

+1-236-304-0299

contactus@duesenbergtech.com

 

Forward-looking Information Cautionary Statement

 

Except for statements of historic fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals and research and development of an Electric Vehicle. There are uncertainties inherent in forward-looking information, including factors beyond the Company’s control. There are no assurances that the business plans for the Company as described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company’s filings, which are available at www.SEC.gov. We seek safe harbour.