Current Report Filing (8-k)
23 August 2022 - 8:07PM
Edgar (US Regulatory)
0001749849
false
Organic Agricultural Co Ltd
0001749849
2022-08-19
2022-08-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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: August 19, 2022
ORGANIC
AGRICULTURAL COMPANY LIMITED
(Exact name of registrant as specified in its
charter)
Nevada |
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0-56168 |
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82-5442097 |
(State of other jurisdiction of incorporation or organization |
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(Commission File No.) |
|
(IRS Employer Identification No.) |
Room G504, Building 3, Kejichuangxincheng Chuangxinchuangye
Plaza,
High and New Technology Industrial DevelopBBent
District,
Harbin City, Heilongjiang Province, China 150090
(Address of principal executive offices) (Zip
Code)
86 (0451) 5152-7001
(Registrant’s telephone number including
area code)
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:
| ☐ | 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)) |
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).
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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 1.02 Termination of a Material
Definitive Agreement
On November 9, 2020 Organic Agricultural Company
Limited ("Organic Agricultural") entered into a Cooperation Agreement with Unbounded IOT Block Chain Limited ("Unbounded"),
an entity with offices in Xiamen City, Fujian Province. The purpose of the Cooperation Agreement was to promote the use of blockchain
technology in agriculture. To accomplish that purpose, the two parties organized Tianci Wanguan (Xiamen) Digital Technology Co., Ltd.,
of which Organic Agricultural owned 51% and Unbounded owned 49%. Each party agreed to provide capital resources to Tianci Wanguan in proportion
to its ownership percentage.
On July 19, 2021 the parties executed a supplement
to the Cooperation Agreement. The Supplementary Agreement called for Organic Agricultural to issue 10 million shares of its common stock
to Unbounded and set forth performance criteria for Unbounded’s management of Tianci Wanguan: specifically that within 12 months after
the shares were issued to Unbounded, Tianci Wanguan must have made a profit of five million Renminbi.
On August 19, 2022, Organic Agricultural and Unbounded
entered into an Agreement on Termination of Joint Operation. The Agreement on Termination recited that it was no longer possible for Unbounded
to achieve the performance criteria. Therefore, the parties agreed that Organic Agricultural would surrender to Unbounded its 51% interest
in Tianci Wanguan, and Unbounded would return the 10 million shares to Organic Agricultural.
Item 9.01 Financial Statements and Exhibits
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.
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ORGANIC AGRICULTURAL COMPANY LIMITED |
Dated: August 23, 2022 |
By: |
/s/ Xun Jianjun |
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Xun Jianjun |
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Chief Executive Officer |
2
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