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): March 10, 2021

AB International Group Corp.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (212) 918-4519

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:

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   [ ]

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.      [ ]

Item 1.01 Entry into a Material Definitive Agreement.

On March 10, 2021, the Company entered a Securities Purchase Agreement (the “Securities Purchase Agreement”) with GHS Investments, LLC (“GHS”), whereby GHS agreed to purchase, in tranches, up to Five Million Dollars ($5,000,000) of the Company’s Series D Preferred Stock in exchange for Five Thousand (5,000) shares of Series D Preferred Stock. The first tranche, promptly upon execution of the Securities Purchase Agreement, was for the purchase of Two Hundred and Fifty (250) shares of Series D Preferred Stock for Two Hundred and Fifty Thousand Dollars ($250,000). The remaining tranches (each consisting of the sale of Five Hundred shares of Series D Preferred Stock for Five Hundred Thousand Dollars ($500,000)) shall occur so long as the Equity Conditions are met as defined in the Securities Purchase Agreement.

These Equity Conditions include items such as: there are no uncured Events of Defaults under the Securities Purchase Agreement, the closing price of the Common Stock for each of the thirty (30) Trading Days prior to the date of such additional Closing exceeds $0.01, (iii) the average daily trading volume of the Company’s Common Stock for each of the thirty (30) Trading Days prior to the date of such additional Closing exceeds $200,000 and (iv) there remains an effective Registration Statement available to the Purchaser for the resale of the shares of Common Stock issuable upon conversion of the Preferred Stock. However, if the Equity Conditions are not met, GHS shall purchase such number of shares of Series D Preferred Stock, at the per share price of $1,000, that equates to one hundred percent (100%) of the average daily trading dollar volume for the ten (10) Trading Days preceding the relevant tranche.

The Company issued to GHS commitment shares of 75 shares of Series D Preferred Stock. We have agreed to register the shares of Common Stock that may be issued upon conversion of the Series D Preferred Stock.

The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is hereby incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The securities were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, the Investors had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since the Investors agreed to, and received, the securities 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, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 and Item 3.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

On March 17, 2021, the Company filed a Certificate of Designation with the Nevada Secretary of State, which established 5,075 shares of the Company’s Series D Preferred Stock, having such designations, rights and preferences as set forth therein.

Below is a summary description of the material rights, designations and preferences of the Series D Preferred Stock (all capitalized terms not otherwise defined herein shall have that definition assigned to it as per the Certificate of Designation).

The Company has the right to redeem the Series D Preferred Stock, in accordance with the following schedule:

The Company shall pay a dividend of three percent (8%) per annum on the Series D Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Series D Preferred Stock calculated at the purchase price. The Stated Value of the Series D Preferred Stock is $1,200 per share.

The Series D Preferred Stock will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations (as set forth in the Certificate of Designation).

Each share of the Series D Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share by $0.149.

There are also Purchase Rights and Most Favored Nation Provisions. We currently have 250 shares of Series D Preferred Stock outstanding.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 1.01, Item 3.02, and Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits

SIGNATURES

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.

AB International Group Corp.

/s/ Chiyuan Deng

Chiyuan Deng

President

Date: March 22, 2021