Report of Foreign Issuer (6-k)
January 12 2018 - 4:14PM
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 January, 2018.
Commission File Number: 001-38146
ZK
INTERNATIONAL GROUP CO., LTD.
(T
ranslation
of registrant’s name into English)
c/o Zhejiang Zhengkang Industrial Co., Ltd.
No. 678 Dingxiang Road, Binhai Industrial
Park
Economic& Technology Development Zone
Wenzhou, Zhejiang Province
People’s Republic of China 325025
Tel: +86-577-86852999
(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
x
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):
¨
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
¨
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 9, 2018, ZK International Group
Co., Ltd. (the "Company") completed a closing of private placement offering (the "Offering") of ordinary shares
of the Company's, no par value per share (the "Shares"), at a purchase price of US$8.00 per share, for an aggregate purchase
price of $500,000 or 34.123BTC in cryptocurrency. Upon the closing, the Company issued a total of 62,500 ordinary shares
to the subscribers in the Offering, subject to customary restrictions pursuant to Rule 144 of the Securities Act of 1933,
as amended.
The Shares were
offered and sold to the subscribers in the Offering pursuant to that certain subscription agreements entered into on
January 9, 2018 (the "Subscription Agreement").
The foregoing
descriptions of the Offering and Subscription Agreement, are qualified in their entirety by reference to the provisions of the Form
of Subscription Agreement filed as Exhibit 10.1 to this Current Report on Form 6-K (this "Report"), which are incorporated
by reference herein.
The Shares were issued in reliance upon
the exemption from securities registration afforded by the provisions of Section 4(a)(2), Regulation D and/or Regulation S ("Regulation
S") as promulgated by the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended ("Securities
Act"). The Company made the determination based upon the factors that certain such shareholders were not "U.S.
Person" as that term is defined in Rule 902(k) of Regulation S under the Securities Act, that such shareholders were acquiring
our securities, for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to
the resale or distribution thereof, and that the shareholders understood that the shares of our securities may not be sold or otherwise
disposed of without registration under the Securities Act or an applicable exemption therefrom.
On January 10, 2018, the Company issued
a press release announcing the closing of the Offering, which is attached as Exhibit 99.1 to this Report.
EXHIBIT INDEX
Exhibit No
.
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Description
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10.1
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Form of Subscription Agreement
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99.1
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Press Release — ZK International Accepts Bitcoin Investment for Restricted Stock from Layla Dong, Founder of Blockshine Technology Corporation
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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.
Date: January 12, 2018
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ZK INTERNATIONAL GROUP CO., LTD.
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By:
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/s/ Jiancong Huang
|
|
Name:
Title:
|
Jiancong Huang
Chief Executive Officer and
Chairman of the Board
|
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