Report of Foreign Issuer (6-k)
November 14 2017 - 12:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant
to Rule 13
a
-16 or 15
d
-16
under the
Securities Exchange Act of 1934
For the month of November 2017
Commission File Number: 1-35016
SGOCO Group, Ltd.
Unit
1614, North Tower,
Concordia
Plaza
No
1 Science Museum Road
Tsim
Sha Tsui East, Kowloon
Hong
Kong
(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):
¨
This report is hereby incorporated by reference to the Registration
Statement on Form F-3 (File No. 333-176437) of the Company.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
On
November 13, 2017, SGOCO Group, Ltd. (the “Company”), entered into a Stock Purchase Agreement (the “Stock Purchase
Agreement”) with each of Alan Sun and Victor Or, unaffiliated third parties (together, the “Investors”), pursuant
to which the Company sold to Mr. Sun and Mr. Or 1,950,000 and 364,500 shares of its ordinary stock, par value $0.004 per share
(the “Shares”), respectively, at a per share purchase price of $0.80, for aggregate proceeds of $1,851,600. The Shares
were offered and sold by the Company to the Investors in a series of private transactions pursuant to the exemption from registration
provided by Regulation S promulgated under the Securities Act of 1933, as amended.
The description of
the Stock Purchase Agreement contained in this Report on Form 6-K does not purport to be complete and is qualified in its entirety
by reference to the full text of the form of Stock Purchase Agreement which is filed herewith as Exhibit 10.1, and incorporated
herein by reference.
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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SGOCO
Group, Ltd.
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Date: November 14, 2017
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By:
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/s/ Shi-bin Xie
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Shi-bin Xie
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President and Chief Executive Officer
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Exhibit Index
Exhibit Number
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Description
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10.1
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Form of Stock Purchase Agreement.
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