Report of Foreign Issuer (6-k)
October 25 2019 - 05:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 October 2019
MMTEC, INC.
(Translation of registrant's name into English)
c/o Gujia (Beijing) Technology Co., Ltd.,
Room 608A, Air China Century Building, 40 Xiaoyun Road, Chaoyang
District, Beijing, 100020
People’s Republic of China
Tel: +86 10 5617 2312
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x
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):
¨
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes ¨
No
x
If
“Yes” is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-________.
Board of Directors – Membership changes
Effective as of October 22, 2019, Qian Ruan, a Board member at
large of MMtec, Inc. (the “Company’) tendered his resignation. His
resignation was for personal/health reasons and not for any
disagreements with the Company or its management.
Effective as of October 22, 2019, the Board appointed Hinman Au to
fill the vacancy resulting from the above-referenced resignation.
Since July 2016 he served as Chief Executive Officer of MM iGlobal,
Inc., a registered broker-dealer. From September 2012 to July 2016,
he held the offices of Chief Executive Officer of Tradefield
Securities, Inc., a registered broker-dealer. From August 2014 to
August 2016, he held the position of Chief Executive Officer of
American Education Center, a publicly traded company (OTCQB).
Hinman Au holds a Bachelor of Science degree in Computer Science
from Lehman College (CUNY, 1987), a Master of Science degree in
Electrical Engineering from State University of New York at Stony
Brook (1989), and a Master of Business Administration degree from
Baruch College (CUNY, 1992).
Following the foregoing changes, the Company’s Board is comprised
of seven members, four of whom (Qingshun Meng, Yiqin Zhang, Shuguo
Li, and Dongqiang Wang) are “independent” within the meaning of the
NASDAQ rules.
Acquisition of MMBD Trading Ltd.
Pursuant to the Securities Purchase Agreement dated as of April 25,
2019, the Company agreed to purchase from Xiangdong Wen and Zhen
Fan the remaining 75.1% of outstanding securities of MMBD Trading
Ltd., a British Virgin Islands company (“MMBD”). Prior to the
consummation of this acquisition, (i) the Company held 24.9% of
outstanding securities of MMBD, and (ii) each Xiangdong Wen (the
Chairman of the Company’s Board) and Zhen Fan (the Company’s CEO)
beneficially owned 37.55% of outstanding securities of MMBD,
respectively. The Company has agreed to pay the aggregate purchase
price of $185,000 for such securities to be equally divided between
the two shareholders of MMBD. The acquisition closed on October 18,
2019, following the receipt by the Company of requisite corporate
and regulatory approvals, including, without limitation, FINRA CMA
application approval, and the Company’s Audit Committee’s review
and approval of the terms and provisions of this transaction
involving related parties. Following and as a result of this
acquisition, MMBD has become a wholly-owned subsidiary of the
Company.
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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MMtec, Inc. |
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By: |
/s/ Zhen Fan |
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Zhen Fan, Chief
Executive Officer |
Date:
October 25, 2019
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