Report of Foreign Issuer (6-k)
December 20 2019 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2019
CHINA
CERAMICS CO., LTD.
(Translation of registrant's name into
English)
c/o Jinjiang Hengda Ceramics Co., Ltd.
Junbing Industrial Zone, Anhai, Jinjiang
City, Fujian Province, PRC
Telephone +86 (595) 8576 5053
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934.
If “Yes” is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b): 82-________.
On December 16, 2019,
China Ceramics Co., Ltd., (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with certain institutional investors (the “Investors”) for the sale by the Company of 1,200,000 common shares (the
“Common Shares”), at a purchase price of $0.75 per share. Concurrently with the sale of the Common Shares, pursuant
to the Purchase Agreement the Company also sold warrants to purchase 1,200,000 common shares (the “Warrants”). The
Company sold the Common Shares and Warrants for aggregate gross proceeds of $900,000 (the “Offering”). Subject to certain
beneficial ownership limitations, the five-year Warrants will be initially exercisable on the six-month anniversary of the issuance
date at an exercise price equal to $0.82 per share, subject to adjustments as provided under the terms of the Warrants, and will
terminate on the five-year anniversary of the initial exercise date of the Warrants. The closing of the sales of these securities
under the Purchase Agreement took place on December 18, 2019.
The Company received
net proceeds from the transactions of approximately $748,000, after deducting certain fees due to the placement agent and the Company’s
estimated transaction expenses. The net proceeds received by the Company from the transactions will be used for working capital
and general corporate purposes.
The Warrants and the
shares issuable upon exercise of the Warrants were sold without registration under the Securities Act of 1933 (the “Securities
Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public
offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions
under applicable state laws.
The representations,
warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement.
In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties
to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different
from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement
is included with this filing only to provide investors with information regarding the terms of the transaction, and not to provide
investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties
and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any
of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may
change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The forms of the Purchase
Agreement and the Warrant are filed as Exhibits 10.1 and 4.1, respectively, to this filing. The foregoing summaries of the terms
of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.
Dawson James Securities,
Inc. acted as the Company’s exclusive placement agent (the “Placement Agent”), on a best efforts basis, in connection
with the Offering. Pursuant to the terms and provisions of the engagement letter between the Company and the Placement Agent, the
Company agreed to pay the Placement Agent a cash placement fee equal to 8% of the gross proceeds of the Offering, or $72,000, plus
other expenses of the Placement Agent not to exceed $45,000. The Placement Agent also received five-year warrants (the “Compensation
Warrants”) to purchase up to a number of common shares equal to 5% of the aggregate number of shares sold in the Offering,
including the warrant shares issuable upon exercise of the Warrants, which such Compensation Warrants have substantially the same
terms as the Warrants sold in the Offering, except that such Compensation Warrants have an exercise price of $0.9375 per share
and will terminate on the five year anniversary of the effective date of this offering.
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.
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CHINA CERAMICS CO., LTD.
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By:
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/s/ Hen Man Edmund
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Hen Man Edmund, Chief Financial Officer
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Date: December 20, 2019
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