Current Report Filing (8-k)
October 18 2019 - 5:15PM
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
October
14, 2019
Date
of Report
(Date
of earliest event reported)
NF
ENERGY SAVING CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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000-50155
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02-0563302
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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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390
Qingnian Avenue, Heping District
Shenyang,
P.R. China 110015
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(Address
of principal executive offices and zip code)
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(8624)
8563-1159
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(Registrant’s
telephone number, including area code)
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Not
Applicable
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(Former
name or former address, if changed since last report)
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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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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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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. ☐
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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Item 1.01. Entry
into a Material Definitive Agreement.
The
Registrant entered into an agreement with Power Up Lending Group Ltd. (“Power Up”) to sell a convertible note (the
“Note”) of the Company, in the form attached herewith, in the aggregate principal amount of $83,000.00. The
Note has a maturity date of October 14, 2020 and carries a 6% annual interest.
The
conversion price under the Note is 65% multiplied by the market price representing a discount rate of 35%. The reserved number
of shares exercisable upon conversion of the Note will be initially 729,670 shares, provided that the holder of the Note may not
become more than a 4.99% holder of the outstanding shares of Common Stock of the Registrant, all as defined, qualified and more
fully described in the agreement and in the Note filed herewith, and subject to regulatory approvals.
The Registrant previously entered into an agreement
with Power Up to sell a convertible note in the aggregate principal amount of $153,000.00, on September 27, 2019 (the “September
Note”). The Securities Purchase Agreement and the Convertible Note relating to the September Note have been filed as Exhibits
2.1 and 2.2 to the Registrant’s Current Report on Form 8-K dated October 4, 2019.
Item 9.01. Financial
Statements and Exhibits.
(d)
Exhibits
SIGNATURE
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: October 18, 2019
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NF ENERGY SAVING CORPORATION.
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(Registrant)
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By:
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/s/ Tiewei Song
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Tiewei Song
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Chief Executive Officer
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