Current Report Filing (8-k)
December 20 2019 - 4:46PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
December
16, 2019
CHINA
RECYCLING ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
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001-34625
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90-0093373
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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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4/F,
Tower C
Rong
Cheng Yun Gu Building
Keji
3rd Road, Yanta District
Xi’an
City, Shaanxi Province
China
710075
(Address of principal executive offices, including zip code)
(86-29)
8765-1097
(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:
☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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Trading
Symbol(s)
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Name
of each exchange
on which registered
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Common Stock, par
value $0.001 per share
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CREG
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Nasdaq Stock Market
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Item
1.01 Entry into a Material Definitive Agreement
On
December 16, 2019, China Recycling Energy Corporation, a Nevada corporation (the “Company”), entered into an Exchange
Agreement (the “Agreement”) with Iliad Research and Trading, L.P., a Utah limited partnership (the “Lender”).
Pursuant
to the Agreement, the Company and Lender agreed to partition a new Promissory Note in the original principal amount of $120,000
(the “Partitioned Note”) from a Promissory Note (the “Note”) issued by the Company on April 14, 2019,
which was exchanged from a Convertible Note originally issued by Company on January 31, 2019 and then the outstanding balance
of the Note shall be reduced by an amount equal to the initial outstanding balance of the Partitioned Note. The Company and Lender
further agreed to exchange the Partitioned Note for the delivery of 400,000 shares of the Company’s Common Stock, par value
$0.001 according to the terms and conditions of the Agreement.
The
foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by reference to the full text
of the Exchange Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item
3.02 Unregistered Sales of Equity Securities
Please
see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.02
Item
9.01 Financial Statements and Exhibits
(d)
The following exhibits are filed with this report.
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 Recycling Energy Corporation
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Date: December 20, 2019
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/s/
Guohua Ku
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Guohua Ku,
Chairman & Chief Executive Officer
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