BLGI BLGI Inc (CE)

Item 1.01 Entry into a Material Definitive Agreement

On November 25, 2020, BLGI, Inc. (the “Company”) entered into a subscription agreement (“Subscription Agreement”) for a private placement (“Private Placement”) of its common stock, par value $0.0001 per share (“Common Stock”), with an accredited investor (“Investor”), pursuant to which Subscription Agreement the Company agreed to issue and sell 1,000,000 restricted shares of Common Stock at a price of $0.10 per share (“Purchase Price”) for total gross proceeds of $100,000. The closing of the Private Placement occurred concurrently with the execution of the Subscription Agreement by the parties and the receipt of the Company of $100,000 in funds from the Investor. The Company intends to issue the 1,000,000 shares of Common Stock to the Investor on or before November 30, 2020.

Pursuant to the Subscription Agreement, the issuance of the Common Stock will be exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation D promulgated thereunder and such Common Stock will therefore be restricted. The Investor gave representations that he is purchasing the Common Stock without a present view toward a distribution of the Common Stock and that he is an “accredited investor” (as defined under Rule 501 of Regulation D).

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Subscription Agreement, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.