Report of Foreign Issuer (6-k)
January 23 2020 - 5:26PM
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 2020
Commission
File Number: 333-226308
HUITAO
TECHNOLOGY CO., LTD.
(Translation
of registrant’s name into English)
9
North West Fourth Ring Road
Yingu
Mansion Suite 1708, Haidian District
Beijing,
People’s Republic of China 100190
Tel:
+86 (10) 8520-5588
(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 ☒ 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): ☐
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual
report to security holders.
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): ☐
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document
that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant
is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the
home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a
press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing
a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Entry into a Material Definitive Agreement.
On January 23, 2020, Huitao Technology
Co., Ltd (the “Company”) entered into certain securities purchase agreement (the “SPA”) with Hou
Sing International Business Limited, an affiliate of the Company (the “Purchaser”) pursuant to which the Company
agreed to sell an aggregate of 2,000,000 shares (the “Shares”) of ordinary shares, at a per share purchase price
of $1.00. The net proceeds to the Company from the transaction contemplated in the SPA will be approximately $1,990,000.
The parties to the SPA have each made customary
representations, warranties and covenants, including, among other things, (a) the Purchaser is a “non-U.S. Person”
as defined in Regulation S and is acquiring the Shares 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, among other things, (a) Nasdaq’s approval of the listing of the Shares and (b) the accuracy of the
Purchaser’s and the Company’s representations and warranties.
The net proceeds of the Offering shall
be used by the Company in connection with the Company’s planned acquisition of Sunway Kids International Education Group
Ltd., general corporate purposes or other purpose as approved by the board of directors (the “Board”) of the
Company.
The SPA is filed as Exhibit 99.1 to this
Current Report on Form 6-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 exhibit.
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, thereunto duly authorized.
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HUITAO
TECHNOLOGY CO., LTD.
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Dated: January
23, 2020
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By:
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/s/
Yang (Sean) Liu
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Name:
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Yang
(Sean) Liu
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Title:
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Chief
Executive Officer
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2
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