Current Report Filing (8-k)
September 29 2017 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
September
29, 2017 (September 27, 2017)
China
Commercial Credit, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
|
|
001-36055
|
|
45-4077653
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
No.1 Zhongying Commercial Plaza,
Zhong Ying Road
Wujiang, Suzhou
Jiangsu Province
,
China
(Address of Principal Executive Offices)
+86 512 6396-0022
(Issuer’s telephone number)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation to 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).
Emerging growth company
o
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.
o
Item 1.01 Entry into a Material Definitive Agreement
On September 27, 2017,
China Commercial Credit, Inc. (the “Company”) entered into a securities purchase Agreement (the “SPA”)
with certain accredited and sophisticated investors (each a “Purchaser” or collectively the “Purchasers”)
in connection with a private placement offering (the “Offering”) of 552,486 shares (“Shares”)
of common stock, par value $0.001 per share, of the Company, for gross proceeds to the Company of one million dollars. The purchase
price per share of the Offering is $1.81. In connection with the purchase of the Shares, the Purchasers will receive a warrant
(the “Warrant”) to purchase up to the number of shares of the Company’s common stock equal to 193,370 of the
shares of common stock purchased by the Purchasers pursuant to the SPA. The Warrant has an exercise price of $2.26 per share and
is exercisable on the date of issuance and expire five years form the date of issuance. The Offering closed on September 29, 2017.
The Shares issued in the
Offering are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),
pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
The net
proceeds to the Company from the Offering will be approximately $982,000. The net proceeds of shall be used by the Company
for general corporate purposes, payment of the transactional expenses related to the acquisition of all of the outstanding
issued shares of Sorghum Investment Holdings Limited from certain shareholders of Sorghum; and payment related to the
settlement of securities class action and derivative action previously disclosed in the SEC filings.
Pursuant to the terms of
the SPA, each Purchaser agrees until the earlier occurrence of (i) the Company executing definitive binding documents for a Qualified
Transaction and the Qualified Transaction having been closed, or (ii) the first anniversary of the date of the SPA (such earlier
date, the “Lock-Up Expiration Date” and such period as the “Lock-up Period”), the Purchaser shall not,
directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, pledge, enter into any swap, derivative
transaction or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any shares of Common Stock acquired and beneficially owned by the Investor (whether any such transaction is to be settled by
delivery of common shares, other securities, cash or other consideration) or otherwise dispose (or publicly announce the Investor’s
intention to do any of the foregoing) of, directly or indirectly, any such Shares, subject to certain exception. A “Qualified
Transaction” means any transaction which results in the Company completing (i) public or private offering with an aggregated
gross proceeds of $20,000,000; (ii) merger with or acquisition by an entity with a market value or enterprise value higher than
that of the Company as of December 31, 2016; or (iii) any merger with, or sale of assets to a company that results in such entity
owning more than 50% of the Company’s capital stock or owning more than 50% of the Company’s assets as of December
31, 2016.
The SPA also contains customary
representation and warranties of the Company and the Purchasers.
The
form
of Common Stock Purchase Warrant
is filed as 4.1
to this
Current Report on Form 8-K and such document is incorporated herein by reference. The form of the SPA is filed as Exhibits
10.1 to this Current Report on Form 8-K and such document is incorporated herein by reference. The foregoing is only a brief
description of the material terms of the SPA and the Warrant, and does not purport to be a complete description
of
the rights and obligations of the parties thereunder and is qualified in its
entirety by reference to such exhibits.
Item 9.01. Financ
ial
Statements and Exhibits.
(d) Exhibits.
2
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.
|
CHINA COMMERCIAL CREDIT, INC.
|
|
|
|
Date: September 29, 2017
|
By:
|
/s/ Long Yi
|
|
Name:
|
Long Yi
|
|
Title:
|
Chief Financial Officer
|
TD (NASDAQ:GLG)
Historical Stock Chart
From Mar 2024 to Apr 2024
TD (NASDAQ:GLG)
Historical Stock Chart
From Apr 2023 to Apr 2024