Current Report Filing (8-k)
February 10 2021 - 5:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
February 10, 2021
TD Holdings, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-36055
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45-4077653
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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25th Floor, Block C, Tairan Building
No. 31 Tairan 8th Road, Futian District
Shenzhen, Guangdong, PRC 518000
(Address of Principal Executive Offices)
+86 (0755) 88898711
(Issuer’s telephone number)
(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 to 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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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. ☐
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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GLG
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Nasdaq Capital Market
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Item 3.02 Unregistered Sales of Equity Securities
As disclosed on
TD Holdings, Inc.’s (the “Company”) Current Report on Form 8-K filed on January 12, 2021, the
Company entered into certain securities purchase agreement (the “SPA”) with Ms. Renmei Ouyang, the Chief
Executive Officer and Chairwoman of the Company, and Mr. Shuxiang Zhang, a significant shareholder of the Company, both of
whom are “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities
Act of 1933, as amended, pursuant to which the Company agreed to sell an aggregate of 15,000,000 shares (the
“Shares”) of its common stock, par value $0.001 per share (“Common Stock”), at a per
share purchase price of $1.63 (the “Offering”), subject to various conditions to closing.
On February 4, 2021, the
transaction contemplated by the SPA closed.
The issuance and sale of
the Shares is exempted from the registration requirement of the Securities Act of 1933, as amended, pursuant to Regulation S promulgated
thereunder.
Item 7.01 Regulation FD Disclosure
On February 10, 2021, the
Company issued a press release regarding the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
In accordance with
General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1,
shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference
in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended
to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material
or that the dissemination of such information is required by Regulation FD.
Item 9.01 Financial Statements and 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 hereunto duly authorized.
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TD HOLDINGS, INC.
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Date: February 10, 2021
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By:
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/s/ Renmei Ouyang
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Name:
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Renmei Ouyang
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Title:
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Chief Executive Officer
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