Report of Foreign Issuer (6-k)
July 06 2018 - 9:34AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 July 2018
Commission
File No.: 001-36664
CHINA
LENDING CORPORATION
11
th
Floor, Satellite Building
473
Satellite Road
Economic
Technological Development Zone
Urumqi,
Xinjiang, China 830000
(Address
of Principal Executive Offices.)
Indicate
by check mark whether the registrant files or will file annual reports under cover 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): _____
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
On July 6, 2018, China
Lending Corporation (the “Company”) and certain institutional investors entered into a securities purchase
agreement, pursuant to which the Company agreed to sell to such investors an aggregate of 769,232 ordinary shares together
with Series A warrants to purchase a total of 576,924 ordinary shares (the “Series A Warrants”), for gross
proceeds of approximately $2.0 million. Each investor will receive a Series A Warrant to purchase a number of shares equal to
75% of the number of ordinary shares the investor purchases in the offering with a warrant term of four (4) years. The
purchase price for each ordinary share and the related Series A Warrants is $2.60. The Series A Warrants have an exercise
price of $2.60. The Series A Warrants are subject to anti-dilution provisions that require adjustment of the number of
ordinary shares that may be acquired upon exercise of the Series A Warrants, or to the exercise price of such shares, or
both, to reflect stock dividends and splits, subsequent rights offerings, pro-rata distributions, and certain fundamental
transactions. The Series A Warrants also contain “full ratchet” price protection in the event of subsequent
issuances below the applicable exercise price. In connection with the offering, the investors also received Series B warrants
with an initial face amount of 200,000 ordinary shares, which are subject to adjustment not in excess of an aggregate of
462,843 ordinary shares (the “Series B Warrants”) for nominal consideration. If on the 30th day after the
closing date of the transaction (the “Adjustment Date”), the closing bid price of the Company’s ordinary
shares is less than $2.60, the investors shall have the right to exercise the Series B Warrants and the number of ordinary
shares to be issued to the investors upon exercise of the Series B Warrants shall be adjusted (upward or downward, as
necessary) based on the closing bid price of the Company's ordinary shares on such date. For example, if the stock price falls
to a floor price of $1.18, established by the parties, the Series B Warrant shall be exercisable for 462,843 ordinary
shares. Similarly, if on the Adjustment Date the stock price is at least $2.60, the Series B Warrants will be
not become exercisable into any ordinary shares.
The
closing of the offering is expected to take place on or about July 10, 2018, subject to the satisfaction of customary closing
conditions.
On
April 6, 2018, the Company entered into a letter agreement with FT Global Capital, Inc., as exclusive placement agent (the “Placement
Agent”), pursuant to which the Placement Agent has agreed to act as placement agent on a best efforts basis in connection
with the above offering. The Company has agreed to pay the Placement Agent an aggregate fee equal to 7.5% of the gross proceeds
from the sale of ordinary shares and related warrants in this offering. The Company has also agreed to issue to the Placement
Agent a warrant to purchase a number of ordinary shares equal to 6.0% of the aggregate number of ordinary shares sold in this
offering, which warrant will have an exercise price of $2.60 per share and will terminate on the four-year anniversary of the
closing of the offering. The Placement Agent warrant will be on substantially the same terms as the warrants issued pursuant to
the purchase agreement. The Company also agreed to reimburse the Placement Agent for certain expenses, including $15,000 for fees
and expenses related to “blue sky” counsel and $25,000 for additional legal expenses.
The
ordinary shares, warrants to purchase ordinary shares (including the warrant to be issued to the Placement Agent), and ordinary
shares issuable upon exercise of the warrants (including the warrant to be issued to the Placement Agent) will be issued pursuant
to a prospectus supplement filed with the Securities and Exchange Commission (the “SEC”), in connection with a takedown
from the Company’s shelf registration statement on Form F-3 (File No. 333-223465), which was declared effective by the SEC
on March 22, 2018.
A
copy of the letter agreement, form of securities purchase agreement and form of warrant are attached hereto as Exhibits 4.1,
4.2 and 4.3, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the letter
agreement, securities purchase agreement and the warrants are subject to, and qualified in their entirety by, such
documents.
On
July 6, 2018, the Company issued a press release announcing the offering. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Pursuant
to the requirements of the Securities and 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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CHINA
LENDING CORPORATION
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July 6, 2018
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By:
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/s/
Li Jingping
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Li Jingping
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President
and Chief Executive Officer
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Exhibit
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