Current Report Filing (8-k)
April 28 2020 - 4:34PM
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): April 27, 2020
CBAK
ENERGY TECHNOLOGY, INC.
|
(Exact
name of registrant as specified in its charter)
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Nevada
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001-32898
|
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86-0442833
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(State
or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification No.)
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BAK
Industrial Park, Meigui Street
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Huayuankou
Economic Zone
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Dalian,
China, 116450
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(Address,
including zip code, of principal executive offices)
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(86)(411)-3918-5985
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(Registrant’s
telephone number, including area code)
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|
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(Former
name or former address, if changed since last report)
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Securities
registered or to be 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, $0.001 par value
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CBAT
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Nasdaq
Capital Market
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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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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. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
April 27, 2020, CBAK Energy Technology, Inc. (the “Company”) entered into a Cancellation Agreement (the “Cancellation
Agreement”) with three creditors who loaned an aggregate of RMB 30,300,000 (approximately $4.29 million) to the Company’s
wholly-owned subsidiary (the “Debt”). Pursuant to the terms of the Cancellation Agreement, the creditors agreed to
cancel the Debt in exchange for an aggregate of 8,928,193 shares of common stock of the Company (the “Shares”) at
an exchange price of $0.48 per share. Upon receipt of the Shares, the creditors will release the Company from any claims, demands
and other obligations relating to the Debt. The Cancellation Agreement contains customary representations and warranties of the
Company and the creditors. The creditors do not have registration rights with respect to the Shares. The closing price of the
Company’s common stock on April 24, 2020, as reported by the Nasdaq Stock Market, was $0.475 per share.
The
foregoing description of the Cancellation Agreement is qualified in its entirety by reference to the full text of the Cancellation
Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
The
issuance of the Shares to the creditors will be made in reliance on the exemption provided by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Act”), for the offer and sale of securities not involving a public offering, and Regulation
S promulgated thereunder. None of the Shares have been registered under the Act and neither may be offered or sold in the United
States absent registration or an applicable exemption from registration requirements. This current report on Form 8-K does not
constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offering would be unlawful.
ITEM
3.02 UNREGISTERED SALE OF EQUITY SECURITIES.
Reference
is made to the disclosure set forth under Item 1.01 above, which disclosures are incorporated herein by reference.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
SIGNATURE
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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CBAK
ENERGY TECHNOLOGY, INC.
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|
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Date:
April 28, 2020
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By:
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/s/Xiangyu
Pei
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Xiangyu
Pei
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Interim
Chief Financial Officer
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EXHIBIT
INDEX
3
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