Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
October 20 2020 - 5:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of October 2020.
Commission File Number: 001-38146
ZK
INTERNATIONAL GROUP CO., LTD.
(Translation
of registrant’s name into English)
c/o Zhejiang Zhengkang Industrial Co.,
Ltd.
No. 678 Dingxiang Road, Binhai Industrial
Park
Economic & Technology Development
Zone
Wenzhou, Zhejiang Province
People’s Republic of China 325025
Tel: +86-577-86852999
(Address of principal executive office)
Indicate by check mark whether the
registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Entry
into Material Definitive Agreements in Connection with a Registered Direct Offering.
On September 25 and
October 16, 2020, ZK International Group Co., Ltd. (the “Company”) entered into certain securities purchase agreements
(each a “Securities Purchase Agreement” and together, the “Securities Purchase Agreements”) with 12 investors
pursuant to which the Company issued to the investors convertible debentures (the “Convertible Debentures”) in the
aggregate principal amount of $1,400,000, convertible into the Company's ordinary shares, with no par value per share (the “Ordinary
Shares”) (as converted, the “Conversion Shares”).
The initial closing
of a Convertible Debenture in an amount of $100,000 occurred on September 25, 2020 and the second closing of Convertible Debentures
in an amount of $1,300,000 occurred on October 16, 2020. The Company currently plans to use the proceeds for working capital and
other general corporate purposes.
The Convertible Debentures
have an annual interest rate of 5% and a term of 12 months from the date of issuance, and are convertible into Ordinary Shares
at 70% of the average closing price during the seven (7) consecutive trading days immediately preceding the date of conversion
with a floor price of $0.62 per share. The Company may issue up to 2,370,968 Conversion Shares upon holders’ conversion of
the Convertible Debentures for an aggregate of $1,470,000 in principal and interests. The actual number of Ordinary Shares issued
will vary depending on the Conversion Price.
The Company has the
right, but not the obligation to redeem early a portion or all amounts outstanding under the Convertible Debentures. The Convertible
Debentures are unsecured general obligations and rank pari passu with the Company’s other unsecured and unsubordinated liabilities. The
Convertible Debentures are identical for all of the holders except for principal amount.
This Report shall not
constitute an offer to sell or the solicitation to buy nor shall there be any sale of the aforementioned securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
The sales and
offering of the Convertible Debentures and the Conversion Shares was effected as a takedown off the Company’s shelf registration
statement on Form F-3 (File No. 333-230860) filed by the Company on April 15, 2019, which was declared effective by the
Securities and Exchange Commission (the “SEC”) on April 29, 2019, pursuant to a prospectus supplement filed with the
SEC on September 22, 2020 (collectively, the “Registration Statement”).
Copies of the Form
of Securities Purchase Agreement and the Form of Convertible Debenture are filed as Exhibits 10.1 and 10.2 respectively, to this
Report and are incorporated by reference herein. The foregoing summaries of such documents are subject to, and qualified in their
entirety by reference to, such exhibits. The Securities Purchase Agreement contains representations and warranties that the parties
made to, and solely for the benefit of, the others in the context of all of the terms and conditions of that agreement and in the
context of the specific relationship between the parties. The provisions of such documents, including the representations and warranties
contained therein, are not for the benefit of any party other than the parties to such agreements and are not intended as documents
for investors and the public to obtain factual information about the current state of affairs of the parties to those documents
and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with
the SEC.
Financial Statements and Exhibits.
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, thereunto duly authorized.
Date: October 20, 2020
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ZK INTERNATIONAL GROUP CO., LTD.
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By:
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/s/ Jiancong Huang
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Name:
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Jiancong Huang
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Title:
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Chief Executive Officer
and Chairman of the Board
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