Current Report Filing (8-k)
October 08 2019 - 4:47PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): October 8, 2019 (October 8, 2019)
Bat
Group, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36055
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45-4077653
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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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Room
104, No. 33 Section D,
No.
6 Middle Xierqi Road,
Haidian
District, Beijing, China
(Address
of Principal Executive Offices)
+86
(010) 59441080
(Issuer’s
telephone number)
(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 to the registrant
under any of the following provisions:
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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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock, par
value $0.001
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GLG
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Nasdaq Capital Market
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Item
1.01. Entry into a Material Definitive Agreement.
Private
Placement in October
On
October 8, 2019, Bat Group, Inc. (the “Company”) entered into certain securities purchase agreements (the “SPAs”)
with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities
Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to sell an aggregate of
1,685,000 shares (the “Shares”) of its common stock, par value $0.001 per share (“Common Stock”),
at a per share purchase price of $0.35 (the “Offering”). The net proceeds to the Company from such Offering
will be approximately $585,000.
The
parties to the SPAs have each made customary representations, warranties and covenants, including, among other things, (a) the
Purchasers are “non-U.S. Persons” as defined in Regulation S and are acquiring the Shares for the purpose of investment,
(d) the absence of any undisclosed material adverse effects, and (e) the absence of legal proceedings that affect the completion
of the transaction contemplated by the SPA.
The
SPAs are subject to various conditions to closing, including, among other things, (a) Nasdaq approval of the listing of the Share
Consideration and (b) accuracy of the parties’ representations and warranties.
The
net proceeds of the Offering shall be used by the Company in connection with the Company’s operation of certain used luxurious
car leasing, general corporate purposes, working capital, or other related business as approved by the board of directors of the
Company.
The
form of the SPAs are filed as Exhibit 10.1 to this Current Report on Form 8-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 exhibits.
Item
9.01. Financial Statements and 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 hereunto duly authorized.
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BAT GROUP, INC.
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Date: October 8, 2019
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By:
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/s/
Jiaxi Gao
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Name:
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Jiaxi Gao
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Title:
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Chief Executive Officer
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