Current Report Filing (8-k)
May 21 2020 - 4:48PM
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 15, 2020
CHINA
RECYCLING ENERGY CORPORATION
(Exact
name of registrant as specified in charter)
Nevada
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001-34625
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90-0093373
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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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4/F,
Tower C
Rong
Cheng Yun Gu Building
Keji
3rd Road, Yanta District
Xi’an
City, Shaanix Providence, China
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710075
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (86-29) 8765-1097
N/A
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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:
☐
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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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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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CREG
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Nasdaq
Stock Market
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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. ☐
Section
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
Exchange
Agreement
On
May 15, 2020, China Recycling Energy Corporation, a Nevada corporation (the “Company”), entered into an Exchange Agreement
(the “Exchange Agreement”) with Iliad Research and Trading, L.P., a Utah limited partnership (the “Lender”).
Pursuant
to the Exchange Agreement, the Company and the Lender agreed to partition a new Promissory Note in the original principal amount
of $319,586 (the “Partitioned Note”) from a Convertible Promissory Note dated January 31, 2019 which was exchanged
for a new Promissory Note in the original principal amount of $1,173,480 on April 14, 2019 (the “Note”). The Company
and the Lender agreed to exchange the Partitioned Note for 106,528 shares of common stock of the Company, and then the amount
of the outstanding balance of the Note will be reduced by an amount equal to the Partitioned Note. The shares of common stock
were issued without any restrictions.
The
foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by reference to the full text
of the Exchange Agreement, a copy of which is attached hereto as Exhibit 10.39.
Forbearance
Agreement
On
May 15, 2020, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”) with the Lender. The
Lender had delivered a redemption notice to the Company on November 4, 2019 pursuant to the terms of the Exchange Agreement dated
April 14, 2019 and the Company failed to pay the amount provided therein. Accordingly, the Lender has the right to accelerate
the maturity date of the Note and cause the outstanding balance to be increased by 25%.
The
Lender agreed with the Company to withdraw the November 4, 2019 redemption notice as if it was never made and agreed that as of
May 15, 2020 there is no default under the Note. The Company did not pay any consideration to the Lender for this forbearance.
The
outstanding balance of the Note as of May 15, 2020 is $1,271,719.78 and if the Lender delivers a redemption notice and the amount
set forth in such notice is not paid in cash to Lender within three trading days, the applicable redemption amount shall be increased
to 25%.
The
foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by reference to the full text
of the Exchange Agreement, a copy of which is attached hereto as Exhibit 10.40.
Section
3 – Securities and Trading Markets
Item.
3.02. Unregistered Sales of Equity Securities.
Reference
is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
The
issuance of the shares of common stock was made pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.
Item
9.01 Financial Statements and Exhibits.
(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 thereunto duly authorized.
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CHINA
RECYCLING ENERGY CORPORATION
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Date:
May 20, 2020
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By:
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/s/
Yongjiang Shi
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Yongjiang
Shi
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Chief
Financial Officer
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3
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