Current Report Filing (8-k)
May 01 2019 - 5:20PM
Edgar (US Regulatory)
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): April 25, 2019
CHINA
GREEN AGRICULTURE, INC.
(Exact
name of Registrant as specified in charter)
Nevada
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001-34260
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36-3526027
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(State or other jurisdiction
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(Commission File No.)
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(IRS Employer
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of Incorporation)
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Identification No.)
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3rd
floor, Borough A, Block A. No. 181, South Taibai Road,
Xi’an, Shaanxi province, PRC 710065
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (+86) 29-88231591
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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR230.425)
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☐
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Soliciting
material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
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Item
1.01.
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Entry
into a Material Definitive Agreement
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On
April 25, 2019, China Green Agriculture, Inc. (the “
Company
”) entered into certain Stock Purchase Agreement
(the “
SPA
”) with certain “non-US persons” as defined in Regulation S (“
Regulation S
”)
promulgated under Securities Act of 1933, as amended (the “
Securities Act
”) (the “
Purchasers
”)
in connection with a private placement offering (the “
Offering
”) of 6,000,000 shares (“
Shares
”)
of common stock, par value $0.001 per share, of the Company. The purchase price per share of the Offering is $1.00. The transaction
contemplated in the SPA closed simultaneously with the execution of the SPA.
The
Shares issued in the Offering are exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)
(2) of the Securities Act and/or Regulation S.
The
net proceeds to the Company from the Offering will be approximately $6,000,000. The proceeds may be used for general corporate
purposes.
The
SPA also contains customary representation and warranties of the Company and the Purchasers, indemnification obligations of the
Company, termination provisions, and other obligations and rights of the parties.
The
Form of 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 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.
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Item
3.02.
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Unregistered
Sales of Equity Securities.
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On
April 26, 2019, the Company issued 6,000,000 Shares of the Company’s Common Stock, par value $0.001 per share, pursuant
to certain SPA dated April 25, 2019 to the Purchasers. The Shares issued in the Offering are exempt from the registration requirements
of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder.
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Item
9.01
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Financial
Statements and Exhibits.
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SIGNATURE
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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CHINA GREEN AGRICULTURE,
INC.
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By:
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/s/
Zhuoyu Li
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Name:
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Zhuoyu Li
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Title:
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Chief Executive Officer
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Date:
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April 30, 2019
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2
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