Current Report Filing (8-k)
January 19 2018 - 4:08PM
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): January 12, 2018
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
Incorporation
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(Commission File Number)
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(IRS Employer Identification No.)
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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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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a -12)
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¨
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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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¨
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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
¨
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 January 12, 2018, Seven Stars Cloud
Group, Inc. (the “
Company
” or “
SSC
”) entered into a Stock Purchase Agreement
(the “
DBOT Purchase Agreement
”) with Delaware Board of Trade Holdings, Inc. (“DBOT”) and
DBOT-I LLC (the “Seller”) pursuant to which the Seller agreed to sell 500,000 shares of common stock of DBOT to the
Company and the Company issued an aggregate of
320,000
shares of Common Stock of the Company to the Seller. The Seller agreed to a 1 year lock up period for the shares of common stock
of the Company received by the Seller pursuant to the DBOT Purchase Agreement.
The foregoing description of the DBOT Purchase
Agreement is not purported to be complete and is qualified in its entirety by reference to the complete text of such agreement
which we will file as an exhibit to our next Annual Report on Form 10-K.
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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: January 19, 2018
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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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