Current Report Filing (8-k)
October 17 2019 - 06:17AM
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): October 7, 2019
Kiwa
Bio-Tech Products Group Corporation
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-33167
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77-0632186
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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3200
Guasti Road, Suite 100
Ontario,
CA
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91761
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(Address of Principal
Executive Offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (626) 715-5855
(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:
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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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[ ]
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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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TABLE
OF CONTENTS
Item
1.01 Entry into a Material Definitive Agreement.
On
October 7, 2019, Kiwa Bio-Tech Products Group Corporation (the “Company”) executed a Securities Purchase Agreement
(the “SPA”) between Geneva Roth Remark Holdings, Inc. (“GRR”) and the Company, Pursuant to which GRR purchased
from the Company a Convertible Promissory Note in the principal amount of $153,000.00 (the “Note”) dated October 7,
2019. The Note bears interest at the rate of 12% per annum and must be repaid on or before April 7, 2021 after the funding date
of the respective tranche (each a “Maturity Date”) the Note may be prepaid at any time before Maturity Date without
any prepayment penalties. The Note bears interest at the rate of 12% per annum and must be repaid on or before April 7, 2021 after
the funding date of the respective tranche (each a “Maturity Date”) the Note may be prepaid at any time before Maturity
Date without any prepayment penalties.
On
October 7, 2019, Kiwa Bio-Tech Products Group Corporation (the “Company”) executed a Securities Purchase Agreement
(the “SPA”) between Geneva Morningview Financial, LLC. (“Morningview”) and the Company, Pursuant to which
Morningview purchased from the Company a Senior Convertible Promissory Note in the principal amount of $135,000.00 (the “Note”)
dated October 7, 2019. The Note bears interest at the rate of 12% per annum and must be repaid on or before October 6, 2020 after
the funding date of the respective tranche (each a “Maturity Date”) the Note may be prepaid at any time before Maturity
Date without any prepayment penalties.
The
Notes contain certain representations, warranties, covenants and events of default, and increases in the conversion discount and
amount of the principal and interest rate under the Notes in the event of such defaults. The foregoing is only a brief description
of the material terms of the SPA and the Notes and does not purport to be a complete description of the rights and obligations
of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreements and their exhibits
which are filed as an exhibit to this Current Report. The issuance of the Notes was made in reliance on the exemption provided
by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering and Regulation D promulgated
under the Securities Act of 1933, as amended (the “Securities Act”). The Company’s reliance upon Section 4(2)
of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an
isolated private transaction by us which did not involve a public offering; (b) there was only on recipient; (c) there were no
subsequent of contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into
smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and
the Company; and (f) the recipient of the note was an accredited investor.
Item
9.01 Financial Statements and Exhibits.
(d)
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.
Dated:
October 16, 2019
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Kiwa Bio-Tech Products Group
Corporation
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/s/
Yvonne Wang
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By:
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Yvonne Wang
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Title:
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Chief Executive Officer
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