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

 

October 15, 2019

Date of Report

(Date of earliest event reported)

 

NF ENERGY SAVING CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   000-50155   02-0563302
(State or other jurisdiction
of incorporation) 		 

(Commission

File Number)

  (IRS Employer
Identification No.)

 

Suite 3708, R&F Building, No. 6, Gang Xing Road, Zhongshan District, 

Dalian, Liaoning Province, P. R. China

(Address of principal executive offices and zip code)

 

(8624) 8563-1159
(Registrant’s telephone number, including area code)

 

Not Applicable
(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 (see General Instruction A.2. below):

 

☐ 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. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on
which registered
 Common stock, $0.001 par value                           BIMI    The NASDAQ Capital Market 

 

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

The Registrant entered into an agreement with TFK Investments LLC,  to sell a convertible note (the “Note”) of the Company, in the form attached herewith, in the aggregate principal amount of $101,500.00. The Note has a maturity date of November 15, 2020 and carries 6% annual interest.

 

The conversion price under the Note is 65% multiplied by the market price of the Registrant’s Common Stock representing a discount rate of 35%. The reserved number of shares exercisable upon conversion of the Note will be initially 250,000 shares, provided that the holder of the Note may not become more than a 4.99% holder of the outstanding shares of Common Stock of the Registrant, all as defined, qualified and more fully described in the agreement and in the Note filed herewith, and subject to regulatory approvals.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

2.1   Securities Purchase Agreement between the Registrant and TFK Investments LLC, dated November 15, 2019
   
2.2   Convertible Promissory Note ($101,500 principal amount), Issue Date November 15, 2019

 

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SIGNATURE

 

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 thereunto duly authorized.

 

Date: November 22, 2019 NF ENERGY SAVING CORPORATION.
  (Registrant)
     
  By:   /s/ Tiewei Song
    Tiewei Song
    Chief Executive Officer

 

 

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