Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
February 25 2021 - 5:03PM
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 February 2021.
Commission File Number: 001-38146
ZK
INTERNATIONAL GROUP CO., LTD.
(Translation
of registrant’s name into English)
c/o Zhejiang Zhengkang Industrial Co.,
Ltd.
No. 678 Dingxiang Road, Binhai Industrial
Park
Economic & Technology Development
Zone
Wenzhou, Zhejiang Province
People’s Republic of China 325025
Tel: +86-577-86852999
(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): ¨
Other Events.
On February 24, 2021, pursuant to a securities
purchase agreement with several accredited investors, ZK International Group Co., Ltd., a British Virgin Islands company (the “Company”),
closed a registered direct offering (the “Registered Direct Offering”) of (i) 1,295,770 ordinary shares of the Company
(the “Shares”); (ii) first registered investor warrants, with a term of five (5) years exercisable immediately upon
issuance, to purchase an aggregate of up to 1,295,770 ordinary shares (the “First Registered Warrant Shares”) at an
exercise price of $4.00 per share, subject to customary adjustments thereunder (the “First Registered Warrants”); and
(iii) second registered investor warrants, with a term of five (5) years exercisable immediately upon issuance, to purchase an
aggregate of up to 1,295,770 ordinary shares (the “Second Registered Warrant Shares” and collectively with the First
Registered Warrant Shares, the “Warrant Shares”) at an exercise price of $4.50 per share, subject to customary adjustments
thereunder (the “Second Registered Warrants” and collectively with the First Registered Warrants, the “Warrants”).
Holders of the Warrants may exercise them by paying the applicable cash exercise price or, if there is not an effective registration
statement for the sale of the Warrant Shares at the time of exercise, by exercising on a cashless basis pursuant to the formula
provided in the Warrants. The Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities.”
The Company received gross proceeds of
approximately $4,600,000, before deducting offering expenses, and intends to use the net proceeds from the Offering for general
working capital purpose.
As previously disclosed in the Company’s
current report on Form 6-K filed on February 23, 2021 with the U.S. Securities and Exchange Commission (the “SEC”),
the Securities were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a prospectus
supplement to the Company’s currently effective shelf registration statement on Form F-3 (File No. 333-230860), which was
initially filed with the SEC on April 15, 2019, and was declared effective on April 29, 2019 (the “Shelf Registration Statement”),
and the related base prospectus included in the Shelf Registration Statement. The Company filed the prospectus supplement for the
Registered Direct Offering with the SEC on February 23, 2021.
This Form 6-K contains forward-looking
statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions,
beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or future
events or conditions. These statements are based on current expectations, estimates and projections about the Company’s business
based, in part, on assumptions made by its management. These statements are not guarantees of future performances and involve risks,
uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in the
Company’s Annual Report on Form 20-F for the year ended September 30, 2020, and in other documents that the Company files
from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company
undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form
6-K, except as required by law.
Financial Statements and Exhibits.
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.
Date: February 25, 2021
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ZK INTERNATIONAL GROUP CO., LTD.
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By:
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/s/ Jiancong Huang
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Name:
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Jiancong Huang
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Title:
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Chief Executive Officer and Chairman of the Board
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