Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
November 27 2020 - 4:37PM
Edgar (US Regulatory)
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 November 2020
Commission File Number: 001-34409
RECON TECHNOLOGY, LTD
Room 1902, Building C, King Long International
Mansion
No. 9 Fulin Road
Beijing, 100107
People's Republic of China
(Address of principal executive offices)
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): ¨
Issuance of Convertible Notes
On November 25, 2020, Recon Technology,
Ltd (the “Company”) and certain accredited investors (the “Investors”) entered into a Securities
Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to sell to the Investors,
and the Investors agreed to purchase from the Company, in an unregistered private transaction, convertible promissory notes (the
“Convertible Notes”) with an aggregate principal amount of US $6,485,000, convertible into ordinary shares,
$0.0925 par value per share of the Company (the “Ordinary Shares”) at a rate of $0.71 per Ordinary Share, upon
the terms and subject to the limitations and conditions set forth in such Convertible Notes.
The Notes will bear interest at a rate
of 12% per year and will have a term of six (6) months. The Company will repay the Note principal and interest in six (6) equal
monthly payments, subject to earlier conversion or repayment. The Holders have the right to convert the Notes, and the Company
has the right to repay the Notes without penalty, in whole or in part during the term of the Notes. In the event of such early
conversion or repayment, the Company has the right to make such payment in shares, cash, or combination of shares and cash, and
the amount payable will equal the amount of accrued and outstanding principal and interest on such repaid amount, and the Company
will not have any make-whole obligations. The Company has agreed to use its commercial best efforts to obtain the registration
of the Ordinary Shares issuable under the Notes, including interest payments in the event the Company elects to pay such amounts
in Ordinary Shares. Assuming payment of principal and interest entirely in Ordinary Shares and no early conversion or repayment,
the Company would issue up to an aggregate of 9,466,137 Ordinary Shares in connection with the Notes.
The Investors consist of individual accredited
investors, one of whom is the adult daughter of one of the officers and directors of the Company. Such individual is purchasing
Notes on identical terms as the other Investors.
The foregoing descriptions of the forms
of Purchase Agreement and Notes are complete and are qualified in their entirety by references to the full text of the form of
Purchase Agreement and Convertible Notes, which are attached hereto as Exhibits 10.1 and 4.1, respectively, and are incorporated
herein by reference. The disclosure on this Form 6-K is incorporated by reference into the Company’s registration statements
on Form F-3 (file numbers 333-234660, 333-239910 and 333-249930) and S-8 (file number 333-228981, respectively).
Financial Statements and Exhibits.
Exhibits.
Pursuant to the requirements
of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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RECON TECHNOLOGY, LTD
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/s/ Shenping Yin
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Shenping Yin
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Chief Executive Officer
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(Principal Executive Officer)
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Dated: November 27, 2020
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