Current Report Filing (8-k)
January 06 2020 - 4:56PM
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): December 30, 2019
CBAK
ENERGY TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Nevada
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001-32898
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86-0442833
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(State
or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification No.)
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BAK
Industrial Park, Meigui Street
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Huayuankou
Economic Zone
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Dalian,
China, 116450
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(Address,
including zip code, of principal executive offices)
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(86)(411)-3918-5985
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(Registrant’s
telephone number, including area code)
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(Former
name or former address, if changed since last report)
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Securities
registered or to be 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, $0.001 par value
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CBAT
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Nasdaq
Capital Market
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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 (see General Instruction A.2. below):
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☐
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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. ☐
ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
December 30, 2019 (the “Closing Date”), CBAK Energy Technology, Inc. (the “Company”) entered into a Securities
Purchase Agreement (the “Purchase Agreement”) with Atlas Sciences, LLC (the “Lender”), pursuant to which
the Company issued a Promissory Note (the “Note”) to the Lender dated as of the Closing Date. The Note has an original
principal amount of $1,670,000, bears interest at a rate of 10% per annum and will mature 12 months after the Closing Date, unless
earlier paid or redeemed in accordance with its terms. The Company received proceeds of $1,500,000 after an original issue discount
of $150,000 and payment of Lender’s expenses of $20,000.
The
Note provides that, the Company shall have the right to prepay the Note for an amount equal to 125% multiplied by the portion
of the Outstanding Balance (as defined in the Note) being prepaid. Beginning on the date that is six months after the Closing
Date, the Lender has the right to redeem any amount of the Note up to $250,000 per calendar month. Upon the occurrence of an event
of default, interest accrues at the lesser of 22% per annum or the maximum rate permitted by applicable law and the Lender may
accelerate the Note pursuant to which the Outstanding Balance will become immediately due and payable in cash. In addition, so
long as the Note is outstanding, in the event the common stock of the Company is delisted from the Nasdaq Stock Market, the Outstanding
Balance will automatically be increased by ten percent (10%).
The
Company relied on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, in connection
with the issuance and sale of the Note.
The
foregoing descriptions of the Purchase Agreement and the Note are not complete and are qualified in their entireties by reference
to the full text of the Purchase Agreement and Note, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this
Current Report on Form 8-K and are incorporated by reference herein.
ITEM
2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
Reference
is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 2.03 by reference.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
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 hereunto duly authorized.
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CBAK
ENERGY TECHNOLOGY, INC.
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Date:
January 6, 2020
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By:
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/s/
Xiangyu Pei
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Xiangyu
Pei
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Interim
Chief Financial Officer
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EXHIBIT
INDEX
3