AND EXCHANGE COMMISSION
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
the month of October 2019
File Number: 001-35755
of registrant’s name into English)
25, No. 36 Middle Wanjiali Road
District, Changsha City, China 410014
of principal executive office)
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
20-F ☒ Form 40-F ☐
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual
report to security holders.
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document
that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant
is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the
home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a
press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing
a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
into a Material Definitive Agreement
Share Purchase Agreement
September 28, 2019, Urban Tea, Inc. (“MYT” or the “Company”) entered into a Share
Purchase Agreement (“SPA”) with Ming Yun Tang (Shanghai) Tea Co., Ltd. (“WFOE”),
Hunan 39 PU Tea Co., Ltd. (“39 Pu”) and certain shareholders of 39 Pu, who collectively hold 51% equity
interest of 39 Pu (the “39 Pu Shareholders”). 39 Pu is a dark tea enterprise integrating tea
distribution, product research and development, and tea cultural heritage projects based in Hunan, China.
to the SPA, the Company shall deliver to the 39 Pu Shareholders total consideration of US$7.2 million (“Total Consideration”),
of which US$3.00 million shall be paid in cash (“Cash Consideration”) and US$4.2 million shall be paid in ordinary
shares, no par value (“Ordinary Shares”), of the Company, at a price of US$0.30 per share, for a total of 14,000,000
Ordinary Shares (“Share Consideration”), in exchange for 39 Pu and 39 Pu Shareholders to enter into VIE Agreements
(the “VIE Agreements”) with WFOE. The VIE Agreements are designed to provide WFOE with the power, rights
and obligations equivalent in all material respects to those it would possess as the majority equity holder of 39 Pu, including
absolute rights to control the management, operations, assets, property and revenue of 39 Pu. 39 Pu has the necessary license
to carry out the tea business in China.
the closing of the SPA (the “Closing”), the Company shall make the initial payment of US$2.4 million in immediately
available cash and issue 10,000,000 Ordinary Shares. The remaining portion of the Cash Consideration of $0.6 million and Share
Consideration of 4,000,000 Ordinary Shares will be delivered according to the earn-out payment based on the financial performance
of 39 Pu in its next fiscal year.
SPA contains customary representations and warranties of 39 Pu and 39 Pu Shareholders, including, among other things, (a) the
good standing of the parties under the laws of the jurisdiction under which they are organized, (b) the individual authority for
each of the parties to execute and deliver the SPA, (c) the accuracy of 39 Pu’s financial records, (d) the absence of any
undisclosed material adverse changes, and (e) the absence of legal proceedings that relate to the completion of the transaction
contemplated by the SPA.
to Closing and Deliverables
SPA is subject to various conditions to Closing, including, among other things, (a) Nasdaq approval of the listing of the Share
Consideration, (b) the delivery of the duly executed VIE Agreements, and (c) the Company’s receipt of a fairness opinion
from Viewtrade Securities, Inc., an independent valuation firm engaged by the Company.
foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the complete
text of the SPA, which is filed hereto as Exhibit 99.1
Financial Statements and Exhibits.
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.
October 1, 2019
Chief Executive Officer