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 2021
Commission File Number: 001-34738
Luokung Technology Corp.
(Translation of registrant’s name into
English)
B9-8, Block B, SOHO Phase II, No. 9, Guanghua
Road, Chaoyang District,
Beijing People’s Republic of China 100020
(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): ☐
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): ☐
Luokung Technology Corp. (“Luokung”
or the “Company”) furnishes under the cover of Form 6-K the following:
As previously announced, on January 14, 2021,
the U.S. Department of Defense (“DoD”) placed the Company on a list of entities operating directly or indirectly in
the United States and deemed to be “Communist Chinese Military Companies” under Executive Order 13959, issued by former
President Trump on November 12, 2020 (“EO 13959”). The DoD list is maintained under the authority of Section 1237
of the National Defense Authorization Act for Fiscal Year 1999 (the “Section 1237 List”). Accordingly, unless the
applicability of EO 13959 to Luokung is delayed, or the U.S. Government issues authorizations for certain transactions relating
to Luokung, or Luokung is removed from the Section 1237 List, U.S. persons, including both individuals and entities, will be prohibited
from transacting in Luokung’s securities and derivatives starting on March 15, 2021. EO 13959, as amended by Executive Order
13974 issued on January 13, 2021, provides an exemption allowing for divestment transactions by U.S. persons within 365 days of
the designation by DoD, and also mandating such divestment by U.S. persons within 365 days of the designation by DoD (i.e., by
January 14, 2022 for Luokung). As a result of Luokung’s designation by DoD, investors’ ability to buy, sell, receive,
or deliver Luokung’s securities under U.S. law may be limited on or after March 15, 2021, we do not exclude the risk that
trading in the securities of Luokung that are currently listed on The Nasdaq Stock Market may be suspended on or about March 15,
2021.
The full
text of EO 13959 can be found at:13959.pdf (treasury.gov). The U.S. Treasury Department’s Office of Foreign Asset Control
(“OFAC”) has published guidance concerning EO 13959 on several occasions, available here: https://home.treasury.gov/policy-issues/financial-sanctions/recent-actions.
On January 6, 2021, the Division of Examinations of the U.S. Securities and Exchange Commission issued a Risk Alert to notify investment
advisers, broker-dealers, and other market participants of the above government actions, available here: https://www.sec.gov/files/risk-alert-securities-investments-finance-communist-chinese-military-companies.pdf.
Luokung
notes that these prohibitions were imposed against Luokung within the last week of the Trump Administration. Luokung also notes
that the Biden Administration may change the interpretation, timing, and effect of Luokung’s designation under EO 13959,
and may change how the prohibitions are enforced by OFAC. The Biden Administration has announced a review of the Trump Administration’s
late-term regulatory actions. The effect of such review may impact the scope and effect of such designations to the Section 1237
List, or a company’s designation in particular. In addition, OFAC could issue authorizations to U.S. persons that would
allow them to continue transacting in Luokung’s securities and derivatives. The Company is reviewing the potential consequences
of EO 13959, including any further DoD or OFAC guidance, to develop a better understanding of its impact on the Company.
Luokung currently
is considering its options, including whether it could seek removal from the Section 1237 List or authorizations from OFAC to limit
or eliminate the prohibitions under EO 13959, among other legal actions. The Company is also considering whether its U.S. shareholders’
legal rights have been violated by this U.S. Government action. To date and to the best of Luokung’s knowledge, the Nasdaq
has not begun any delisting proceedings of Luokung’s securities. However, as noted above, in the absence of additional U.S.
Government action to address this issue, it is probable that The Nasdaq Stock Market will implement a trading suspension on or
about March 15, 2021.
Luokung
complies with the relevant laws and regulations that apply to the Company’s operations. Luokung is disappointed that the
U.S. Government seemingly inexplicably included it on the Section 1237 List. Luokung is not a Chinese state-owned enterprise, nor
is Luokung owned by or affiliated with the Chinese military. Luokung is committed to sharing in its success with investors, and
will continue to work to maximize shareholder value.
Luokung
will make further public announcements as warranted by future developments. Investors are kindly requested to pay attention to
the company's announcements and beware of investment risks.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This Form 6-K Report
contain certain forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding our
or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future and other statements that
are other than statements of historical fact. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate”,
“believe”, “continue”, “could”, “estimate”, “expect”, “intend”,
“may”, “might”, “plan”, “probable”, “potential”, “should”,
“would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean
that a statement is not forward-looking.
The forward-looking
statements in this Form 6-K Report are based upon various assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, management’s examination and analysis of the existing law, rules and regulations and other
data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions
are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond
our control, we cannot assure you the statement herein will be accurate. As a result, you are cautioned not to rely on any forward-looking
statements.
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.
January 28, 2021
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Luokung Technology Corp.
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By:
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/s/ Xuesong Song
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Name:
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Xuesong Song
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Title:
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Chief Executive Officer
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