Amended Current Report Filing (8-k/a)
September 01 2020 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
August 20, 2020
CHINA HGS REAL ESTATE INC.
(Exact name of registrant as specified in
its charter)
Florida
(State or other jurisdiction of incorporation)
001-34864
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33-0961490
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(Commission File Number)
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(IRS Employer Identification No.)
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6 Xinghan Road, 19th Floor, Hanzhong
City
Shaanxi Province, PRC 723000
(Address of principal executive offices
and zip code)
(+86) 091-62622612
(Registrant's telephone number including
area code)
(Registrant's former name or former address,
if changed since last report)
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, $0.001 par value
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HGSH
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The 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 registrant under any of the following provisions:
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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(b) under the Exchange Act (17 CFR 240.14a-12(b))
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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 3.03. Material Modification to Rights of Security
Holders.
The information provided in Item 5.03 of
this Current Report on Form 8-K/A is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
The Form 8-K filed with the United States
Securities and Exchange Commission on August 28, 2020 is hereby amended and restated as follows:
On August 19, 2020 China HGS Real Estate
Inc. (the “Company”) filed an Amendment to the Company’s Articles of Incorporation (the “Certificate of
Amendment”) with the Florida Secretary of State to effect a one-for-two reverse split of the Company’s authorized and
issued and outstanding shares of common stock (the “Reverse Stock Split”). The Reverse Stock Split became effective
in accordance with the terms of the Certificate of Amendment on August 20, 2020 (the “Effective Time”).
At the Effective Time, every two shares
of the Company’s common stock authorized and issued and outstanding were automatically combined into one share of common
stock, without any change in the par value per share. The Company will not issue any fractional shares in connection with the Reverse
Stock Split. Instead, fractional shares will be rounded up to the nearest full share. The Reverse Stock Split will not modify the
rights or preferences of the common stock.
The Company’s common stock will begin
trading on the NASDAQ Capital Market on a split-adjusted basis on Wednesday, September 2, 2020.
The foregoing description of the Certificate
of Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text
of the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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 thereunto duly authorized.
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CHINA HGS REAL ESTATE, INC.
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By:
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/s/ Samuel Shen
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Name:
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Samuel Shen
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Title:
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Chief Financial Officer
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Dated: September 1, 2020
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