Current Report Filing (8-k)
June 01 2021 - 3:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 28, 2021
TAKUNG ART CO., LTD
(Exact name of registrant as specified in its
charter)
Delaware
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001-38036
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26-4731758
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Room 1105 Wing On Plaza, 62 Mody Road, Tsim
Sha Tsui, Kowloon, Hong Kong
(Address of Principal Executive Offices)
Registrant’s telephone number: +852 3158
0977
________________________________________________
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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, par value $0.001 per share
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TKAT
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NYSE American
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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 1.01
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Entry into a Material Definitive Agreement
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On May 28, 2021, Takung Art
Co., Ltd., a Delaware corporation (the “Company”) and Cultural Objects Provenance Holdings Limited, a British Virgin
Islands company with a subsidiary engaged in the operation of an NFT platform related to collectibles (“Cultural Objects”),
entered into a securities purchase agreement (the “Agreement”), pursuant to which the Company shall invest in Cultural
Objects through paying a purchase price (the “Purchase Price”) that consists of (i) $500,000 in cash and the issuance
by the Company to Cultural Objects of 282,000 restricted shares of the common stock of the Company, par value $0.001 per share (the “Common
Stock”) in exchange for 54,100 common shares of Cultural Objects, and (ii) subject to the satisfaction of the conditions listed
in the Agreement, including, without limitation, (x) the completion by Cultural Objects, to the satisfaction of the Company, of an NFT
platform for primary market sales and (y) the launch of a physical exhibition / show with sales of collectibles utilizing Cultural Objects’
authentication technology to the satisfaction of the Company (“(x)” and “(y)” collectively, the “Vesting
Conditions”), 290,000 unvested restricted shares of Common Stock (the “Company Make Good Shares”) in exchange
for 32,460 unvested common shares of Cultural Objects (“Cultural Objects Make Good Shares”, together with the Company
Make Good Shares, the “Make Good Shares”). The Make Good Shares shall bear a contractual legend in addition to the
standard legend under the Securities Act of 1933, as amended, which contractual legend shall be removed once the Vesting Conditions are
satisfied by Cultural Objects and a notice is properly sent and confirmed by the Company. According to the Agreement, the Company shall
prepare and file a proper registration statement with the Securities and Exchange Commission (the “SEC”) to register
the resale of the 572,000 shares of Common Stock to be issued pursuant to the Agreement not more than sixty (60) days following the closing,
and shall use its reasonable best efforts to cause such registration statement to be declared effective by the SEC not more than ninety
(90) days following the closing date (or one hundred fifty (150) days following the closing date in the event that the SEC reviews such
registration statement and provides comments with respect thereto. The closing of the Agreement is subject to satisfaction of customary
closing conditions.
The foregoing description
the Agreement does not purport to be complete and is qualified in its entirety by reference to the full texts of the Agreement, a copy
of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(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 hereunto duly authorized.
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Takung Art Co., Ltd
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Date: June 1, 2021
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/s/ Xiaoyu Zhang
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Name: Xiaoyu Zhang
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Title: Chairman of Board of Director
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