Current Report Filing (8-k)
May 30 2018 - 4:35PM
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 [ ], 2018 (May 22, 2018)
CHINA
ADVANCED CONSTRUCTION MATERIALS GROUP, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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001-34515
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20-8468508
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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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9 North West Fourth Ring Road Yingu Mansion
Suite 1708
Haidian District Beijing, People’s
Republic of China
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100190
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code:
+86 10 82525361
N/A
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(Former name or former address, if changed since last report.)
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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.
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Entry
into a Material Definitive Agreement
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On
May 28, 2018, China Advanced Construction Materials Group, Inc. (the “
Company
”) entered into certain Stock Purchase
Agreement (the “
SPA
”) with certain “non-US persons” as defined in Regulation S (“
Regulation
S
”) promulgated under Securities Act of 1933, as amended (the “
Securities Act
”) (the “
Purchasers
”)
in connection with a private placement offering (the “
Offering
”) of 300,000 shares (“
Shares
”)
of common stock, par value $0.001 per share, of the Company. The purchase price per share of the Offering is $2.00. The transaction
contemplated in the SPA closed simultaneously with the execution of the SPA.
The
Shares issued in the Offering are exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2)
of the Securities Act and/or Regulation S.
The
net proceeds to the Company from the Offering will be approximately $585,000. The proceeds may be used for general corporate purposes.
The
SPA also contains customary representation and warranties of the Company and the Purchasers, indemnification obligations of the
Company, termination provisions, and other obligations and rights of the parties.
The
Form of SPA is filed as Exhibits 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.
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Unregistered Sales of Equity Securities.
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On May 29, 2018, the
Company issued 300,000 Shares of the Company’s Common Stock, par value $0.001 per share, pursuant to certain SPA dated May
28, 2018 to the Purchasers. The Shares issued in the Offering are exempt from the registration requirements of the Securities Act,
pursuant to Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder.
Item 9.01
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Financial Statements and Exhibits.
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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 ADVANCED CONSTRUCTION
MATERIALS GROUP, INC.
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By:
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/s/ Xianfu Han
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Name:
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Xianfu Han
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Title:
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Chief Executive Officer
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China Advanced Constr Matls Group (MM) (NASDAQ:CADC)
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