Current Report Filing (8-k)

Date : 03/07/2019 @ 9:43PM
Source : Edgar (US Regulatory)
Stock : Kiwa Bio Tech Products Group Corporation (QB) (KWBT)
Quote : 0.0126  -0.0014 (-10.00%) @ 9:30PM

Current Report Filing (8-k)

 

 

 

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): February 27, 2019

 

Kiwa Bio-Tech Products Group Corporation

(Exact Name of Registrant as Specified in Charter)

 

Nevada   000-33167   77-0632186
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

3200 Guasti Road, Suite 100

Ontario, CA

  91761
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (626) 715-5855

 

 

(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 of the registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)

 

 

 

     
 

 

TABLE OF CONTENTS

 

Item 1.01 Entry into a Material Definitive Agreement 2
   
Item 9.01 Financial Statements and Exhibits. 2
   
SIGNATURES 3

 

     
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On February 27, 2019, Kiwa Bio-Tech Products Group Corporation (the “Company”) executed a Securities Purchase Agreement (the “SPA”) between Labrys Fund, LP (“Labrys”) and the Company, pursuant to which Labrys purchased from the Company a Convertible Promissory Note in the principal amount of $1,365,000.00 (the “Note”) dated February 27, 2019. The Note carries an Original Issue Discount of $102,375, bears interest at the rate of 12% per annum and must be repaid on or before 180 calendar days after the funding date of the respective tranche (each a “Maturity Date”). The Note may be prepaid at any time before Maturity Date without any prepayment penalty. The amounts advanced under the Note may be converted by Labrys at any time after 180 days from the date of the Note into shares of Company common stock at a conversion price equal to 70% of the lowest trading price during the 25-day period prior to the date of any notice of conversion. The Note contains certain representations, warranties, covenants and events of default, and adjustment in the conversion discount, amount of the Note principal and interest rate under the Note as triggered by the related event(s) of default. The foregoing is only a brief description of the material terms of the SPA and the Note and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreements and their exhibits which are filed as an exhibit to this Current Report. The issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering and Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only on recipient; (c) there were no subsequent of contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the note was an accredited investor.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

No.   Description
10.1   Securities Purchase Agreement between the company and Labrys Fund, LP dated February 27, 2019
10.2   Convertible Promissory Note with Labrys Fund, LP dated February 27, 2019

 

  2  
 

 

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.

 

Dated: March 7, 2019

 

  Kiwa Bio-Tech Products Group Corporation
   
    /s/ Yvonne Wang
  By: Yvonne Wang
  Title: Chief Executive Officer

 

  3  
 

 

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