Current Report Filing (8-k)
31 August 2022 - 6:32AM
Edgar (US Regulatory)
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0001491487
2022-08-24
2022-08-24
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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):
August 24, 2022
TAKUNG ART CO., LTD
(Exact name of Registrant as specified in its
charter)
Delaware |
|
001-38036 |
|
26-4731758 |
(State or other jurisdiction
of Incorporation) |
|
(Commission File No.) |
|
(IRS Employer
Identification No.) |
Room 709 Tower 2, Admiralty Centre, 18 Harcourt
Road, Admiralty, Hong Kong
(Address of Principal Executive Offices)
Registrant’s telephone number: +852 3158
0977
________________________________________________
(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 (see
General Instruction A.2. below):
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which registered |
Common Stock, par value $0.001 per share |
|
TKAT |
|
NYSE American |
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.
As previously disclosed, on
June 27, 2022, Takung Art Co., Ltd., a Delaware corporation (the “Company”) entered into certain securities purchase
agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as defined
in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), as amended on July 27, 2022, pursuant
to which the Company agreed to sell 10,380,623 units (the “Unit”), each Unit consisting of one share of the common
stock of the Company, par value $0.001 per share (the “Common Stock”) and a warrant to purchase two shares of Common
Stock (the “Warrant”). The purchase price of each Unit was $2.89. The gross proceeds to the Company from this offering
will be approximately $30 million.
Upon further discussion among
the parties, on August 24, 2022, the termination date of the Warrant has been amended from five (5) years to one and a half (1.5) years,
and the exercise price for each Warrant has been amended from $3.6125 to $2.375.
The issuance and sale of the
Units is exempted from the registration requirement of the Securities Act pursuant to Regulation S promulgated thereunder.
The Warrants are exercisable
at any time after the six-month anniversary of the issuance date at an initial exercise price of $2.375 for cash (the “Warrant
Shares”). The Warrants may also be exercised cashlessly if at any time after the nine-month anniversary of the issuance date,
there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares. The
Warrants shall expire one and a half years from its date of issuance. The Warrants are subject to customary anti-dilution provisions reflecting
stock dividends and splits or other similar transactions.
The parties to the Amended
SPA have each made customary representations, warranties and covenants, including, among other things, (a) the Investors are “non-U.S.
Persons” as defined in Regulation S and are acquiring the Units for the purpose of investment, (b) the absence of any undisclosed
material adverse effects, and (c) the absence of legal proceedings that affect the completion of the transaction contemplated by
the Amended SPA.
The Amended SPA is subject
to various conditions to closing including NYSE American’s completion of its review of the notification to NYSE American regarding
the listing of the Units.
The net proceeds of this offering
shall be used by the Company in connection with the Company’s general corporate purposes, working capital, or other related business
as approved by the board of directors (the “Board”) of the Company.
The forms of the Amended SPA
and Warrant are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and such documents are incorporated
herein by reference. The foregoing is only a brief description of the material terms of the Amended SPA and the Warrant does not purport
to be a complete description of the rights and obligations of the parties thereunder and are qualified in their entirety by reference
to such exhibits.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On August
24, 2022, Mr. Tak Ching (Anthony) Poon tendered his resignation as Chairman of the Audit Committee
of the Board (“Audit Committee”), member of the Compensation Committee of the Board (“Compensation Committee”)
and member of the Nominating & Corporate Governance Committee of the Board (“Nominating Committee”), effective
immediately. Mr. Poon’s decision to resign was not the result of any disagreements with the Company on any matter related to the
operations, policies, or practices of the Company.
On
August 29, 2022, the Board appointed Mr. Guisuo Lu, a current independent director of the Board, as Chairman of the Audit
Committee, member of the Compensation Committee and member of the Nominating Committee, effective immediately, to fill in the vacancy
resulting from the resignation of Mr. Poon.
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.
Date: August 30, 2022
|
Takung Art Co., Ltd |
|
|
|
/s/ Kuangtao Wang |
|
Name: |
Kuangtao Wang |
|
Title: |
Co-Chief Executive Officer |
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