Current Report Filing (8-k)
February 13 2020 - 05:12PM
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): February 5, 2020
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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[ ]
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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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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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KWBT
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OTCQB
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TABLE
OF CONTENTS
Item
1.01 Entry into a Material Definitive Agreement; Variable Convertible Debt Payoff and Settlement
On
February 5, 2020, Kiwa Bio-Tech Products Group Corporation (the “Company”) executed a Securities Purchase Agreement
(the “SPA”) between Labrys Fund, LP (“Labrys”) and the Company, pursuant to which Labrys purchased from
the Company a Convertible Promissory Note in the principal amount of $375,000.00 (the “Note”) dated February 5, 2020.
The Note carries an Original Issue Discount of $37,500, bears interest at the rate of 12% per annum and must be repaid on or before
180 calendar days after the funding date of each respective tranche (each a “Maturity Date”). On February 5, 2020,
Kiwa Bio-Tech Products Group Corporation (the “Company”) also executed a Securities Purchase Agreement (the “SPA”)
between TFK Investments, LLC (“TFK”) and the Company, pursuant to which TFK purchased from the Company a Convertible
Promissory Note in the principal amount of $375,000.00 (the “Note”) dated February 5, 2020. The Note carries an Original
Issue Discount of $37,500, bears interest at the rate of 12% per annum and must be repaid on or before 180 calendar days 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 penalty.
On
February 10, 2020, Kiwa Bio-Tech Products Group Corporation (the “Company”), completed a debt settlement, and payoffs
of an existing variable convertible debt holder, Firstfire Global Opportunities Fund, LLC, a Delaware limited liability company
(the “Investor”). This completed payoff eliminates any further stock conversions by the Firstfire pursuant to this
debt.
On
February 12, 2020, Kiwa Bio-Tech Products Group Corporation (the “Company”), completed a debt settlement, and payoffs
of an existing variable convertible debt holder, EMA Financial, LLC, a Delaware limited liability company (the “Investor”).
This completed payoff eliminates any further stock conversions by EMA.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
None.
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:
February 13, 2020
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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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