Current Report Filing (8-k)
July 10 2020 - 4:31PM
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): July 6, 2020
CBAK
ENERGY TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
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
Huayuankou
Economic Zone
Dalian,
China, 116450
(Address,
including zip code, of principal executive offices)
(86)(411)-3918-5985
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
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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☐
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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. ☐
ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
July 6, 2020, CBAK Energy Technology, Inc. (the “Company”) entered into an exchange agreement (the “Exchange
Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which the Company and the Lender agreed to
(i) partition a new promissory note in the original principal amount equal to $250,000 (the “Partitioned Promissory Note”)
from the outstanding balance of certain promissory note that the Company issued to the Lender on July 24, 2019, which has an original
principal amount of $1,395,000, and (ii) exchange the Partitioned Promissory Note for the issuance of 461,595 shares of the Company’s
common stock, par value $0.001 per share (the “Shares”) to the Lender. According to the Exchange Agreement, the Shares
are required to be delivered to the Lender on or before July 8, 2020 and the exchange will occur upon the Lender’s surrender
of the Partitioned Promissory Note to the Company on the date when the Shares are eligible for free trading.
The
foregoing descriptions of the Exchange Agreement are not complete and are qualified in their entireties by reference to the full
text of the Exchange Agreement, copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
by reference herein.
ITEM
2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The
information set forth in Item 1.01 of this Current Report on Form 8-K, to the extent required by this Item 2.03, is incorporated
herein by reference.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The
information contained above in Item 1.01 regarding the issuance of the Shares pursuant to the Exchange Agreement is hereby incorporated
by reference into this Item 3.02. The offer and sale of such Shares were not registered under the Securities Act of 1933, as amended
(the “Securities Act”), in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act,
in that (a) the Shares were issued in exchange for the Partitioned Promissory Note held by the Lender; (b) there was no additional
consideration of value being delivered by the Lender in connection with the exchange; and (c) there were no commissions or other
remuneration being paid by the Company in connection with the exchange.
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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Date: July 10, 2020
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By:
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/s/ Yunfei Li
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Yunfei Li
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Chief Executive Officer
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EXHIBIT
INDEX
3
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