Current Report Filing (8-k)
February 05 2020 - 4:37PM
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):
February 5, 2020
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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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 ☐
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 3.02 Unregistered
Sales of Equity Securities
As
disclosed on the Bat Group, Inc.’s (the “Company”) Current Report on Form 8-K filed on November 26, 2019,
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 2,000,000 shares (the “Shares”)
of its common stock, par value $0.001 per share (“Common Stock”), at a per share purchase price of $0.80 (the
“Offering”), subject to various conditions to closing.
On February 5, 2020,
the Company issued 2,000,000 shares of Common Stock to the Purchasers pursuant to the SPAs dated November 21, 2019, since all the
closing conditions of the SPAs have been satisfied.
The issuance and
sale is exempted from the registration requirements of the Securities Act pursuant to Regulation S promulgated thereunder.
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: February 5, 2020
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By:
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/s/ Renmei Ouyang
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Name:
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Renmei Ouyang
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Title:
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Chief Executive Officer
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