Current Report Filing (8-k)
December 13 2017 - 5:06PM
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):
December 7, 2017
SEVEN
STARS CLOUD GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada
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001-35561
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20-1778374
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.)
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incorporation)
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No. 4 Drive-in Movie Theater Park, No.
21 Liangmaqiao Road,
Chaoyang District, Beijing, China 100125
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number,
including area code: 212-206-1216
(Former name or former address, if changed since last report.)
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
(see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a -12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d -2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e -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 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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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 December 7, 2017, Seven Stars
Cloud Group, Inc. (the “Company” or “SSC”) entered into a Securities Purchase Agreement (the
“BBD Purchase Agreement”) with Tiger Sports Media Limited, a Hong Kong limited liability company
(“Tiger”) pursuant to which the Company agreed to purchase Tiger’s 20% equity ownership in BBD Digital
Capital Group Ltd. (“BBD Capital”), a New York corporation. SSC will purchase the 20% equity from Tiger for a
total purchase price of $9.8 million (the “Transaction”) which consists of $2 million in cash and $7.8 million to
be paid in the form of the Company’s capital stock (valued at $2.60 per share and equal to 3 million shares of the
Company’s common stock). SSC’s Audit Committee has reviewed the terms and conditions of the BBD Purchase
Agreement, approved the BBD Purchase Agreement and recommended that the Company obtain a valuation report in connection with
the Transaction. The valuation report will be received post-signing of the BBD Purchase Agreement with both parties agreeing
that there is no obligation to close the Transaction until a satisfactory valuation report has been received, evaluated and
approved by the Company’s Audit Committee. The Company shall pay the $2 million in cash upon the execution of the BBD
Purchase Agreement and will issue the 3 million shares of Company common stock upon the closing of the Transaction which
is contingent upon the receipt of a valuation report satisfactory to the Audit Committee. If the closing conditions to the
Transaction are not satisfied then Tiger has agreed to refund the $2 million cash payment to SSC within 15 days of notice
from the Company.
On December 7, 2017, the Company entered
into a Securities Purchase Agreement (the “GuangMing Purchase Agreement”) with Shanghai GuangMing Investment Management
Limited, a PRC limited liability entity (“GuangMing”), Tianjin Sun Seven Stars Culture Development Co. Ltd. (“Tianjin”)
and Beijing Nanbei Huijin Investment Co. Ltd. (“Nanbei”, together with “Tianjin” and “GuangMing”
collectively referred to herein as the “Sellers”). SSC will purchase 100% of GuangMing’s issued and outstanding
shares (the “Acquisition”) for a total purchase price of RMB 2.4 million (approximately $363,436) (the “Purchase
Price”). GuangMing holds a special fund management license and SSC’s purpose for making the Acquisition is to develop
a fund management platform. The closing of the Acquisition is conditioned upon, among other things, the Sellers, including GuangMing,
obtaining all of the necessary approvals from the Asset Management Association of China (“AMAC”), a self-regulatory
organization which oversees and regulates fund management companies in China. In the event that AMAC does not accept the Sellers’
submission for change of ownership, the GuangMing Agreement shall be rescinded and the Sellers shall continue their ownership
of GuangMing and shall refund any portion of the Purchase Price previously paid within 15 days of notice from the Company. The
Guangming Purchase Agreement was approved by the Company’s Audit Committee and the closing of the Acquisition is also subject
to the receipt of a fairness opinion and valuation report satisfactory to the Company and which concludes that the Purchase Price
of the Acquisition is fair from a financial point of view to the Company. The fairness opinion and valuation report will be obtained
following the execution of the GuangMing Purchase Agreement. The Acquisition is deemed to be a related party transaction because
Tianjin is an affiliate of Bruno Wu, the Company’s Chairman and Chief Executive Officer.
The foregoing descriptions of the BBD Purchase
Agreement and the GuangMing Purchase Agreement, respectively, are not purported to be complete and is qualified in its entirety
by reference to the complete text of such agreements which we will file as exhibits to our next Annual Report on Form 10-K.
Item 3.02
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Unregistered Sales of Equity Securities.
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The information pertaining
to the sale of shares of the Company’s common stock discussed in Item 1.01 of this Form 8-K is incorporated herein by reference
in its entirety.
The Company issued the
shares of its Common Stock in reliance on exemptions from registration provided by Section 4(a)(2) of the Securities Act, Rule
506 of Regulation D promulgated thereunder and/or Regulation S under the Securities Act.
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 hereunto duly authorized.
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SEVEN STARS CLOUD GROUP, INC.
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Date: December 13, 2017
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By:
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/s/ Bruno Wu
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Bruno Wu
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Chief Executive Officer
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Seven Stars Cloud Group, Inc. (NASDAQ:SSC)
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