Current Report Filing (8-k)
May 30 2018 - 4:32PM
Edgar (US Regulatory)
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): May 30, 2018 (May 25, 2018)
CHINA
COMMERCIAL CREDIT, INC.
|
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
001-36055
|
|
45-4077653
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
No.1
Zhongying Commercial Plaza,
Zhong
Ying Road,
Wujiang,
Suzhou,
Jiangsu
Province, China
|
(Address
of principal executive offices)
|
(86-0512)
6396-0022
(Issuer’s
telephone number)
N/A
|
(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))
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. ☐
Item
1.01.
|
Entry
into a Material Definitive Agreement.
|
On
May 25, 2018, China Commercial Credit, Inc. (the “
Company
”) entered into certain securities purchase agreements
(the “
May SPAs
”) with certain “non-U.S. Persons” (the “
Purchasers
”) as defined
in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed
to sell an aggregate of 982,996shares (the “
Shares
”) of its common stock, par value $0.001 per share (“
Common
Stock
”), at a per share purchase price of $0.78. The net proceeds to the Company from the SPAs Offering will be approximately
$750,000.
The
May SPAs are part of the subscription the Company received in a private placement offering (the “Offering”) of its
Common Stock at a per share purchase price of $0.78 up to an aggregate gross proceeds of two million dollars ($2,000,000) to “non-U.S.
Persons” as defined in Regulation S. The Offering shall be on a rolling basis until June 30, 2018 unless the Company extends
for an additional 30 days at its sole discretion.
The
net proceeds of the Offering shall be used by the Company in connection with the Company’s operation of certain used luxurious
car leasing or other related business as approved by the board of directors of the Company.
The
parties to the May SPA have each made customary representations, warranties and covenants. The Shares sold pursuant to the May
SPA are subject to certain lock-up whereby the 40% of the Share shall be subject to a six-month lock-up from the closing of the
May SPA, 30% of the Shares a nine-month lock-up from the closing and the last 30% of the Shares a twelve-months lock-up from the
closing.
The
form of the SPAs are filed as Exhibit 10.1 to this Current Report on Form 8-K and such document is incorporated herein by reference.
The foregoing is only a brief description of the material terms of the SPA, and does not purport to be a complete description
of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.
Item
3.02
|
Unregistered
Sales of Equity Securities
|
On
May 29, 2018, the Company issued 658,000 shares of the Company’s Common Stock pursuant to certain to certain securities
purchase agreements (the “April SPA”) dated April 28, 2018 with certain “non-U.S. Persons” as defined
in Regulation S of the Securities Act. This issuance and sale are exempt from the registration requirements of the Securities
Act pursuant to Regulation S promulgated thereunder.
On
May 29, 2018, the Company issued 982,996 shares of the Company’s Common Stock pursuant to May SPA to certain “non-U.S.
Persons” as defined in Regulation S of the Securities Act. This issuance and sale are exempt from the registration requirements
of the Securities Act pursuant to Regulation S promulgated thereunder.
(d)
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.
Dated:
May 30, 2018
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CHINA
COMMERCIAL CREDIT, INC.
|
|
|
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By:
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/s/
Long Yi
|
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Name:
|
Long
Yi
|
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Title:
|
Chief
Financial Officer
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