Report of Foreign Issuer (6-k)
14 September 2019 - 6:06AM
Edgar (US Regulatory)
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 September 2019
Commission File Number 001-34837
Luokung Technology Corp.
(Translation of registrant's name into English)
3rd Floor, Borough A, Block A, No.
181, South Taibai Road, Xi’an, Shaanxi Province,
People’s Republic of China 710065
(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.
Form 20-F þ Form
40-F £
Indicate by check mark if the registrant is
submitting the Form 6'-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___
Note: Regulation S-T Rule 101(6)(1) only permits
the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule l01(b)(7): ___
Note: Regulation S-T Rule 101(6)(7)
only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign
private issuer must furnish and make public' under the laws of the jurisdiction in which the registrant is incorporated, domiciled
or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the
registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of
a Form 6-K submission or other Commission filing on EDGAR.
Luokung Technology Corp.
Entry into Share Purchase Agreement
On August 28, 2019, Luokung Technology Corp.,
a corporation organized under the laws of the British Virgin Islands (the “Company”), entered into a Share Purchase
Agreement (the “Agreement”) pursuant to which the Company will acquire 100% of the equity interests of eMapgo Technologies
(Beijing) Col, Ltd. (“EMG) from EMG’s shareholders for an aggregate purchase price of RMB 836 million (approximately
equivalent to $119 million), which includes approximately RMB 709 million in cash and the remaining RMB 127 million will be paid
by issuance of the Company’s common stock (the “Shares”) at the conversion rate of $7 per share. The
agreement to acquire EMG is conditioned on, among other things, the Company's ability to raise the necessary financing to consummate
the acquisition of EMG.
The Shares to be issued by the Company pursuant
to the Agreement shall be sold and issued pursuant to the exemption from registration provided by Regulation S promulgated under
the Securities Act of 1933, as amended.
The Agreement contains customary representations
and warranties, indemnification provisions, and pre- and post-closing conditions and covenants of each party, including that the
agreement is conditioned on the Company’s ability to raise the necessary financing to consummate the acquisition of EMG.
The description contained herein of the terms of the Agreement does not purport to be complete and is qualified in its entirety
by reference to the Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Luokung Technology Corp. is also furnishing
under the cover of Form 6-K a press release as Exhibit 99.2 hereto.
In connection with the Acquisition, the
Company is hereby furnishing under the cover of Form 6-K:
Exhibit 99.1
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Share Purchase Agreement, dated August 28, 2019, by and among, Luokung Technology Corp.,, Beijing Zhong Chuan Shi Xun Technology Limited, Saleya Holdings Limited, EMapgo Technologies (Beijing) Col, Ltd., Beijing DMG Infotech Col Ltd. and the Selling Shareholders named therein
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Exhibit 99.2
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Press Release, dated August 28, 2019, by Luokung Technology Corp. announcing the Share Purchase Agreement
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Resignation of Directors
Effective September 2, 2019, Mr. Jin Shi and
Mr. Chuang Tao resigned from the Company’s board of directors.
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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Luokung Technology Corp.
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Date: September 13, 2019
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By:
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/s/ Xuesong Song
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Name:
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Xuesong Song
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Title:
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Chief Executive Officer
(Principal Executive Officer) and
Duly Authorized Officer
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Exhibit Index
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Exhibit Number
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Description
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Exhibit 99.1
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Share Purchase Agreement, dated August 28, 2019, by and among, Luokung Technology Corp.,, Beijing Zhong, Chuan Shi Xun Technology Limited, Saleya Holdings Limited, EMapgo Technologies (Beijing) Col, Ltd., Beijing DMG Infotech Col, Ltd. and the Selling Shareholders named therein
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Exhibit 99.2
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Press Release, dated August 28, 2019, by Luokung Technology Corp. announcing the Share Purchase Agreement
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