Report of Foreign Issuer (6-k)

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 11, 2018, China Lending Corporation (the “Company”) issued a press release announcing that it consummated a registered direct offering on July 10, 2018 with two institutional investors 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. As part of the transaction, the Company issued to the investors series A warrants 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 was $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 Warrants 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 ordinary shares, warrants to purchase ordinary shares (including the warrant issued to the placement agent), and ordinary shares issuable upon exercise of the warrants (including the warrant to be issued to the placement agent) were issued pursuant to a prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on July 6, 2018, 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.

The Company’s press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The opinion of Ogier, the Company’s counsel, regarding the legality of the ordinary shares and warrants that will be issued in the offering is also filed herewith as Exhibit 5.1.

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.