Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
March 11 2021 - 11:36AM
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 March 2021
Commission File Number: 001-38857
CHINA
XIANGTAI FOOD CO. LTD.
(Translation
of registrant’s name into English)
c/o Chongqing Penglin Food Co., Ltd.
Xinganxian Plaza
Building B, Suite 19-1
Lianglukou, Yuzhong District 400800
Chongqing, People’s Republic of China
+86- 023-86330158– telephone
(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): ¨
Amendment to Convertible Debentures
issued on March 9, 2020, June 19, 2020, July 17, 2020, August 14, 2020 and November 13, 2020
As
previously disclosed in the Reports of Foreign Private Issuer on Form 6-K filed with the United States Securities Exchange Commission
(the “SEC”), pursuant to a securities purchase agreement, dated November 22, 2019, as amended on December 18,
2019, with certain investor (the “Debenture Holder”), China
Xiangtai Food Co., Ltd. (the “Company”) issued a convertible debenture in
the amount of $1,000,000 on March 9, 2020, as amended (the “Third Convertible Debenture”) to the Debenture Holder.
As of March 9, 2021, there are $400,000 of principal, plus accrued and unpaid interest thereon, remain outstanding on the Third
Convertible Debenture,
As previously disclosed
in the Reports of Foreign Private Issuer on Form 6-K filed with the SEC, pursuant to a securities purchase agreement dated June
19, 2020 with the Debenture Holder, the Company issued a convertible debenture in the amount of $700,000 on June 19, 2020
(the “Fourth Convertible Debenture”), a convertible debenture in the amount of $700,000 of principal on July
17, 2020 (the “Fifth Convertible Debenture”), a convertible debenture in the amount of $300,000 on August 14, 2020
(the “Sixth Convertible Debenture”), and a convertible debenture in the amount of $300,000 on November 13, 2020
(the “Seventh Convertible Debenture”, and together with the Fourth, Fifth and Sixth Convertible Debentures, the “2020
Convertible Debentures”). As of March 9, 2021, there are $2,000,000 of principal, plus
accrued and unpaid interest thereon, remain outstanding on the 2020 Convertible Debentures.
On March 9, 2021, the
Company entered in an amendment agreement (the “Amendment Agreement”) with the Debenture Holder to amend the “Floor
Price” of the Third Convertible Debenture to $0.80 per share for the final $400,000 of principal plus accrued interest to
be converted.
Additionally, pursuant
to the Third Convertible Debentures and the 2020 Convertible Debentures, the Company shall make monthly payments if the daily VMAP
is less than the floor price for a period of ten (10) consecutive trading days (each such occurrence, a “Triggering Event”),
beginning on the 30th day after the date of the Triggering Event, for so long as such conditions exist after a Triggering
Event. Pursuant the Amendment Agreement, such monthly payment of the Third Convertible Debenture shall no longer apply and all
amount of principal and accrued interest that remain outstanding shall be due and payable on the maturity date of the Third Convertible
Debenture, which is March 9, 2021. Such monthly payment of the 2020 Convertible Debentures is deferred until March 25, 2021.
The Amendment Agreement
is filed as Exhibits 10.1 to this Report of Foreign Private Issuer on Form 6-K and such document is incorporated herein by reference.
The foregoing is only a brief description of the material terms of the Amendment Agreement and does not purport to be a complete
description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.
EXHIBIT INDEX
Exhibit No.
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Description
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Exhibit 10.1
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Amendment Agreement dated March 9, 2021
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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: March 11, 2021
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CHINA XIANGTAI FOOD CO. LTD.
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By:
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/s/ Zeshu Dai
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Name:
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Zeshu Dai
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Title:
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Chief Executive Officer and Chairwoman of the Board
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