Item 1.01 Entry into
a Material Definitive Agreement
On April 16, 2019, Yangtze
River Port and Logistics Limited (“Company”) entered into a Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance
Global Partners (the “Agent”), pursuant to which the Company may offer and sell from time to time up to an aggregate
of $100,000,000 shares of the Company’s common stock (the “Placement Shares”), through the Agent.
The offer and sale
of the Placement Shares, if any, will be made through a prospectus supplement, dated April 16, 2019, to the prospectus included
in the Company’s Registration Statement on Form S-3 (File No. 333-223788) (the “Registration Statement”), which
was declared effective by the Securities and Exchange Commission (“SEC”) on September 13, 2018.
Sales of the Placement
Shares, if any, pursuant to the Sales Agreement, may be made in sales deemed to be “at the market offerings” as defined
in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Upon delivery of a Placement
Notice and subject to the terms and conditions of the Sales Agreement, the Agent will act as sales agent and will use commercially
reasonable efforts to sell on the Company’s behalf all of the Placement Shares requested to be sold by the Company, consistent
with its normal trading and sales practices, on mutually agreed terms between the Agent and the Company.
The Company has no
obligation to sell any of the Placement Shares under the Sales Agreement. The Sales Agreement shall automatically terminate upon
the issuance and sale of all of the Placement Shares to or through the Sales Agent on the terms and subject to the conditions set
forth in the Sales Agreement. The Sales Agreement may be terminated by the Agent or the Company as permitted therein.
The Company intends
to use the net proceeds from this offering for general working capital purposes.
The Sales Agreement
contains customary representations, warranties and agreements by the Company, as well as indemnification obligations of the Company
for certain liabilities under the Securities Act.
Under the terms of
the Sales Agreement, the Company will pay the Agent a commission equal to 3% of the gross proceeds from each sale of Placement
Shares sold through it under the Sales Agreement. In addition, the Company has agreed to pay certain expenses incurred by
the Agent in connection with the offering.
This Current Report
on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale
of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other jurisdiction.
The description of
the material terms of the Sales Agreement is not intended to be complete and is qualified in its entirety by reference to the Sales
Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Sichenzia Ross Ference
LLP, counsel to the Company, has issued an opinion to the Company, dated April 16, 2019, regarding the validity of the Placement
Shares. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.