Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
November 20 2020 - 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 November 2020
Registration
No. 001-38208
Dragon
Victory International Limited
Hanshi
Tower 22nd Floor, No. 1786 Binsheng Road,
Binjiang District, Hangzhou, Zhejiang Province, China
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F ☒ 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): ☐
Entry
Into Material Definitive Agreements
On November 17, 2020, Dragon Victory International
Limited (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”)
with YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”) for the sale and issuance to the
Investor of up to $1,500,000 of convertible debentures (“Debentures”), which shall be convertible into the Company’s
ordinary share, $0.0001 par value per share (“Ordinary Shares”), of which $500,000 shall be purchased upon the signing
Securities Purchase Agreement, $500,000 shall be purchased upon the filing of a registration statement with the SEC registering
the resale of the shares to be issued upon conversion of the Ordinary Shares (“Conversion Shares”) by the Investor
and satisfaction of other conditions, and $500,000 shall be purchased on or about the date the registration statement has first
been declared effective by the U.S. Securities and Exchange Commission (“SEC”).
The Debentures will mature twelve months from
their issuance and are convertible into ordinary shares of the Company. Interest shall accrue on the outstanding principal balance
hereof at an annual rate equal to 5%, which interest rate shall increase to an annual rate of 15% for so long as any event of default
remains uncured. Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed. The Company
has the right, but not the obligation, to redeem early a portion or all amounts outstanding under the Debentures; provided that
(i) the trading price of the Ordinary Shares is less than the fixed conversion price ($2.69) and (ii) the Company provides the
holder of the Debentures with at least 10 business days’ prior written notice.
In connection with the Securities Purchase
Agreement, on November 17, 2020 the Company also entered into a Registration Rights Agreement (the “Registration Rights Agreement”)
with the Investor pursuant to which the Company agreed to prepare and file with the SEC a registration statement on Form F-1 or
Form F-3 covering the resale by the Investor of (i) the Conversion Shares, and (ii) the 50,000 ordinary shares issued to the Investor
as part of the transaction, within 21 days of the date of the Securities Purchase Agreement.
On November 20, 2020, the Company issued a
convertible debenture (the “First Debenture”) in the amount of $500,000 to the Investor.
The foregoing description
of the transaction does not purport to be complete and is qualified in its entirety by reference to the Securities Purchase Agreement,
First Debenture and the Registration Rights Agreement, which are attached hereto as 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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Dragon Victory International
Limited
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Date: November 20, 2020
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By:
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/s/ Limin Liu
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Name:
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Limin Liu
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Title:
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Chief Executive Officer
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EXHIBIT
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