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
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of February 2025
Commission
File Number: 001-41444
Intelligent
Living Application Group Inc.
Unit
2, 5/F, Block A, Profit Industrial Building
1-15
Kwai Fung Crescent, Kwai Chung
New
Territories, Hong Kong
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
On
February 19, 2025 (the “Grant Date”), the Compensation Committee (“Committee”) of the Board of Directors (the
“Board”) of Intelligent Living Application Group Inc., a Cayman Islands exempted company (the “Company”) granted
stock awards of ordinary shares of the Company, par value $0.0001 (the “Ordinary Shares”), pursuant to the Company’s
2022 Omnibus Equity Plan, to certain officers and employees of the Company and its subsidiaries (the “Grantees”), including:
400,000 Ordinary Shares to Wynn Hui, Chief Technical Officer and a director of the Company, 400,000 Ordinary Shares to Bun Lau, Chief
Operating Officer and a director of the Company, 400,000 Ordinary Shares to Errol Hui, Vice President of Engineering of the Company,
100,000 Ordinary Shares to Frederick Wong, Chief Financial Officer of the Company, 80,000 Ordinary Shares to Wei Zhong, Vice President
of Finance of the Company as well as 40,000 Ordinary Shares to each of the independent directors of the Company, namely Monique Ho, Chun
Fai (Kenneth) Liu, Carina Chui and Henry Yeung. On the Grant Date, the Committee and the Board also granted 2,000,000 Series A Preferred
Shares, par value US$0.0001 to Mr. Bong Lau, the Chief Executive Officer and Chairman of the Board and each Series A Preferred Share
is entitled to twenty (20) votes (collectively, the “Grants”). The Grants vested immediately on the Grant Date and each of
the grantees also entered into an Unrestricted Stock Award Agreement with the Company on February 19, 2025. The forms of Unrestricted
Stock Award Agreements are filed as Exhibits 10.1 and 10.2 to this report on Form 6-K and incorporated herein by reference.
Exhibit
Index
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 thereunto duly authorized.
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Intelligent Living Application Group Inc.
|
| |
|
| Date: February
20, 2025 |
By: |
/s/
Bong Lau |
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Name: |
Bong Lau |
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Title: |
Chief Executive Officer |
Exhibit 10.1
Intelligent
Living Application Group Inc.
UNRESTRICTED
STOCK AWARD aGREEMENT
THIS
UNRESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is entered into by and between Intelligent Living Application
Group Inc., a Cayman Islands exempted company (the “Company”) and the Grantee effective as of Grant
Date. The Administrator has authorized this grant of the Unrestricted Stock to the Grantee as set forth below. Unless otherwise indicated,
any capitalized term used but not defined herein shall have the meaning as described to such term in the Intelligent Living Application
Group Inc. 2022 Omnibus Equity Plan (the “2022 Plan”).
| Grantee: |
|
| Grant
Date: |
February
19, 2025 |
Number
of Ordinary Shares:
|
|
| Purchase
Price (per Share): |
$0 |
The
parties hereto agree as follows:
1. Grant
of Unrestricted Stock. Subject in all respects to the 2022 Plan and the restrictions and conditions herein, the Grantee is hereby
granted Ordinary Shares of Unrestricted Stock at the Purchase Price as set forth above.
2. No
Period of Restriction. The Unrestricted Stock is fully vested as of the Grant Date.
3. Stockholder
Rights. The Grantee will have the right to vote such Unrestricted Stock and the right to receive any dividends declared or paid
upon receiving such Unrestricted Stock.
4. Securities
Law Compliance. The Ordinary Shares of the Company acquired applicable to this Unrestricted Stock Award are subject to the terms
and conditions of the 2022 Plan, Securities Law and Other Regulatory Compliance. The Grantee acknowledges and makes the representations
and warranties as described below, and agrees to provide such other representations and warranties and take such actions as otherwise
may be requested by the Company for compliance with applicable laws, and any issuance of Ordinary Shares by the Company shall be made
in reliance upon the express representations and warranties of the Grantee that:
(a) the
Grantee is acquiring the Ordinary Shares for his or her own account, for investment purposes and without any present intention of distributing
or reselling said Ordinary Shares, except as permitted under the Securities Act;
(b) the
Grantee is fully aware of the highly speculative nature of the investment in the Ordinary Shares, the financial hazards involved in the
investment, and the lack of liquidity and restrictions on transferability of the Ordinary Shares (e.g., that the Grantee may not
be able to sell or dispose of the Ordinary Shares or use it as collateral for loans); and
(c) the
Grantee has received and had access to such information as the Grantee considers necessary and appropriate for deciding whether to invest
in the Ordinary Shares and has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions
of the issuance.
5. Certificate(s)
Representing Unrestricted Stock. The Company shall issue Ordinary Shares either in certificate form or in book entry form, registered
in the name of the Grantee.
6. Tax
Withholding. As a condition to the issuance of Ordinary Shares applicable to this Unrestricted Stock Award, the Grantee must
remit to the Company the statutory minimum (but not more) amount necessary to satisfy any applicable Federal, state or local tax withholding
requirements.
7. Provisions
of Plan Control. This Agreement is subject to all terms, conditions and provisions of the 2022 Plan, including, without limitation,
the amendment provisions thereof, and to such rules, regulations and interpretations relating to the 2022 Plan as may be adopted by the
Board and as may be in effect from time to time. The 2022 Plan is incorporated herein by reference. If and to the extent that this Agreement
conflicts or is inconsistent with the terms, conditions and provisions of the 2022 Plan, the 2022 Plan shall control and this Agreement
shall be deemed to be modified accordingly. This Agreement contains the entire agreement and understanding of the parties with respect
to the subject matter hereof and supersedes any prior agreements and understandings (whether written or oral) between the Company and
the Grantee with respect to the subject matter hereof.
8. Successors,
Assigns and Transferees. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and each of their
respective successors and permitted transferees (including, upon the death of the Grantee, the Grantee’s estate).
9. Not
an Employment Contract. This Agreement is not an agreement of employment or an agreement to engage Grantee as a director or an
independent contractor. This Agreement does not guarantee that the Company or any affiliate will employ, retain, contract with or continue
to employ, retain or contract with the Grantee during the entire, or any portion of the term of this Agreement, nor does it modify in
any respect the Company’s or any affiliate’s right to terminate or modify the Grantee’s employment, engagement or compensation.
10. Confidentiality.
The Grantee agrees that he/she will not disclose to any third party the grant of unrestricted stock award, number of shares granted
and the existence of this agreement unless it is required by the laws, regulations or rules of SEC.
11. Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Cayman Islands, without giving effect
to any choice of law or conflict of law provision or rule.
12. Counterparts.
This Agreement may be executed and delivered (including by facsimile or other electronic transmission) with counterpart signature
pages or in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same
agreement.
IN
WITNESS WHEREOF, the parties have executed this Agreement on the date set forth above.
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Intelligent Living Application Group Inc., |
| |
|
|
| |
By: |
|
| |
Name: |
Bong Lau |
| |
Title: |
Chief Executive Officer |
Exhibit 10.2
Intelligent
Living Application Group Inc.
UNRESTRICTED
STOCK AWARD aGREEMENT
THIS
UNRESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is entered into by and between Intelligent Living Application
Group Inc., a Cayman Islands exempted company (the “Company”) and the Grantee effective as of Grant
Date. The Administrator has authorized this grant of the Unrestricted Stock to the Grantee as set forth below.
| Grantee: |
Bong
Lau |
| Grant
Date: |
February
19, 2025 |
Number
of Series A Preferred Shares (“Shares”):
|
2,000,000
|
| Purchase
Price (per Share): |
$0 |
The
parties hereto agree as follows:
1. Grant
of Unrestricted Stock. Subject in all respects to the restrictions and conditions herein, the Grantee is hereby granted Shares
of Unrestricted Stock at the Purchase Price as set forth above.
2. No
Period of Restriction. The Unrestricted Stock is fully vested as of the Grant Date.
3. Stockholder
Rights. The Grantee will have the right to vote such Unrestricted Stock and the right to receive any dividends declared or paid
upon receiving such Unrestricted Stock.
4. Securities
Law Compliance. The Shares acquired applicable to this Unrestricted Stock Award are subject to the terms and conditions of Securities
Law and Other Regulatory Compliance. The Grantee acknowledges and makes the representations and warranties as described below, and agrees
to provide such other representations and warranties and take such actions as otherwise may be requested by the Company for compliance
with applicable laws, and any issuance of Shares by the Company shall be made in reliance upon the express representations and warranties
of the Grantee that:
(a) the
Grantee is acquiring the Shares for his own account, for investment purposes and without any present intention of distributing or reselling
said Shares, except as permitted under the Securities Act;
(b) the
Grantee is fully aware of the highly speculative nature of the investment in the Shares, the financial hazards involved in the investment,
and the lack of liquidity and restrictions on transferability of the Shares (e.g., that the Grantee may not be able to sell or
dispose of the Shares or use it as collateral for loans); and
(c) the
Grantee has received and had access to such information as the Grantee considers necessary and appropriate for deciding whether to invest
in the Shares and has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of
the issuance.
5. Certificate(s)
Representing Unrestricted Stock. The Company shall issue Shares either in book entry form, registered in the name of the Grantee.
6. Tax
Withholding. As a condition to the issuance of Shares applicable to this Unrestricted Stock Award, the Grantee must remit to
the Company the statutory minimum (but not more) amount necessary to satisfy any applicable Federal, state or local tax withholding requirements.
7. Successors,
Assigns and Transferees. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and each of their
respective successors and permitted transferees (including, upon the death of the Grantee, the Grantee’s estate).
8. Not
an Employment Contract. This Agreement is not an agreement of employment or an agreement to engage Grantee as a director or an
independent contractor. This Agreement does not guarantee that the Company or any affiliate will employ, retain, contract with or continue
to employ, retain or contract with the Grantee during the entire, or any portion of the term of this Agreement, nor does it modify in
any respect the Company’s or any affiliate’s right to terminate or modify the Grantee’s employment, engagement or compensation.
10. Confidentiality.
The Grantee agrees that he will not disclose to any third party the grant of unrestricted stock award, number of shares granted
and the existence of this agreement unless it is required by the laws, regulations or rules of SEC.
11. Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Cayman Islands, without giving effect
to any choice of law or conflict of law provision or rule.
12. Counterparts.
This Agreement may be executed and delivered (including by facsimile or other electronic transmission) with counterpart signature
pages or in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same
agreement.
IN
WITNESS WHEREOF, the parties have executed this Agreement on the date set forth above.
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Intelligent Living Application Group Inc., |
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|
|
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By: |
|
| |
Name: |
Fred Wong |
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Title: |
Chief Financial Officer |
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|
|
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GRANTEE |
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|
|
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By: |
|
| |
Name: |
Bong Lau |
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