Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
March 03 2022 - 4:06PM
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 2022
Commission
File Number: 001-38208
Dragon
Victory International Limited
Suite
1508, Central Plaza
18
Harbour Road, Wan Chai, Hong Kong
China
(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.
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): ☐:
Amendment
to Material Definitive Agreements
Amendment
to the Securities Purchase Agreement
On
August 6, 2021, Dragon Victory International Limited, an exempted company incorporated and existing under the laws of the Cayman Islands
(the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with LSQ
Investment Fund SPC-Disruptive Opportunity Fund II SP, a Cayman Islands Segregated Portfolio Company (“LSQ”), and certain
other purchasers listed on Schedule A to the Securities Purchase Agreement (the “2nd Closing Purchasers,” and together with
LSQ, the “Purchasers”).
On
March 3, 2022, the Company and the Purchasers entered into Amendment No.1 to Securities Purchase Agreement (the “Amendment to SPA”)
to extend the closing deadline applicable to the 2nd Closing Purchasers. Pursuant to the Amendment to SPA, the closing applicable to
the 2nd Closing Purchasers will occur no later than 12 months following the effective date of the Registration Statements (as defined
in the Registration Rights Agreement, which is discussed below) covering the resale of all of the 2nd Closing Subscribed Shares (as defined
in the Securities Purchase Agreement).
Amendment
to the Registration Rights Agreement
On
August 6, 2021, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers,
Natural Selection Capital Holdings Limited, a Cayman company (the “Consulting Company”), and Mr. Ni Ming (“Mr. Ni,”
together with the Consulting Company, the “Consultants” and each a “Consultant”).
On
March 3, 2022, the Company, the Purchasers, and the Consultants entered into Amendment No.1 to Registration Rights Agreement (the “Amendment
to RRA”) to extend the Effectiveness Deadline and the Filing Deadline (as defined in the Registration Rights Agreement). Pursuant
to the Amendment to RRA, the Effectiveness Deadline for the 2nd Closing Registration Statement (as defined in the Registration Rights
Agreement) will be no later than the calendar day that is no later than 16 months from the date of the Registration Rights Agreement.
The Filing Deadline with respect to the 2nd Closing Registration Statement (as defined in the Registration Rights Agreement) will be
no later than the 12 months following the date of the Registration Rights Agreement.
The
foregoing description of the Amendment to SPA and the Amendment to RRA does not purport to be complete and is qualified in its entirety
by reference to the full text of the Amendment to SPA and the Amendment to RRA, which are filed hereto as Exhibits 10.1 and 10.2 and
incorporated herein by reference.
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.
| |
Dragon
Victory International Limited |
| |
|
|
| Date:
March 3, 2022 |
By: |
/s/
Limin Liu |
| |
|
Limin
Liu |
| |
|
Chief
Executive Officer |
EXHIBIT
INDEX
3
Dragon Victory (NASDAQ:LYL)
Historical Stock Chart
From Mar 2024 to Apr 2024
Dragon Victory (NASDAQ:LYL)
Historical Stock Chart
From Apr 2023 to Apr 2024
