Current Report Filing (8-k)
28 Juin 2022 - 09:06PM
Edgar (US Regulatory)
0001491487
false
0001491487
2022-06-27
2022-06-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 27, 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.
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”), pursuant to which the Company agreed
to sell 15,789,474 units, each 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 purchase price of each Unit is $1.9. The gross proceeds to
the Company from this offering will be approximately $30 million.
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 five 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 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 SPA.
The
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 Units to be issued in the Offering are exempt from the registration requirements of
the Securities Act of 1933, as amended, pursuant to Regulation S promulgated thereunder.
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 of the Company.
The
forms of the 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 SPA and the Warrant, which
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 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:
June 28, 2022
|
Takung Art Co., Ltd |
|
|
|
/s/ Kuangtao
Wang |
|
Name: |
Kuangtao Wang |
|
Title: |
Co-Chief Executive Officer |
2
Takung Art (AMEX:TKAT)
Graphique Historique de l'Action
De Fév 2024 à Mar 2024
Takung Art (AMEX:TKAT)
Graphique Historique de l'Action
De Mar 2023 à Mar 2024