Report of Foreign Issuer (6-k)
November 08 2019 - 5:26PM
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
November 2019
Commission File
Number: 001-35755
URBAN TEA, INC.
(Translation of
registrant’s name into English)
Huakun Times Plaza,
Room 1118, Floor 11
No. 200, Erduan,
East Xiang Fu Road
Yuhua District,
Changsha, China
Tel: +86 511-8673-3102
(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 ☒ 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): ☐
Note :
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.
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): ☐
Note :
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.
Entry into a Material Definitive Agreement
Joint Venture Agreement
On October 29, 2019,
Urban Tea, Inc. (“MYT” or the “Company”) entered into a joint venture agreement (the
“JV Agreement”) with T&O Management Group LLC, a New York State corporation (“OTTA”).
Pursuant to the Agreement, the Company and OTTA formed Urban Tea Management Inc. under the laws of the State of New York (the “Joint
Venture”).
Pursuant to the terms
of the JV Agreement, the Joint Venture will be directed, controlled and managed by a management committee (the “Management
Committee” or the “Board”) formed by both OTTA and the Company. The Management Committee will consist
of five members, among which three members will be assigned by MYT and two members will be assigned by OTTA.
The total investment
of funds in the Joint Venture will be $300,000, and the first round of investment will be $150,000, 70% of which will be funded
by the Company and 30% by OTTA. Both parties further agree that the Company will obtain 51% of the total ownership of the Joint
Venture, and OTTA will obtain the remaining 49%.
The foregoing description
of the JV Agreement does not purport to be complete and is qualified in its entirety by reference to the JV Agreement filed hereto
as Exhibit 99.1.
Shareholder Agreement
In connection with
the JV Agreement, the Company and OTTA, being the only two shareholders of the Joint Venture (each, a “Shareholder”,
collectively, “Shareholders”), entered into a shareholder agreement (the “Shareholder Agreement”)
on October 29, 2019. Pursuant to the Shareholder Agreement, the Shareholders elected 5 members to serve on the Management Committee,
of whom three were assigned by the Company and two were assigned by OTTA.
The Joint Venture is
authorized to issue 200 shares having no par value. The Company holds 102 shares of the Joint Venture, representing 51% of the
ownership, while OTTA holds 98 shares of the Joint Venture, representing 49% of the ownership. Pursuant to the Shareholder Agreement,
MYT will be responsible for providing technology services and the overall operation planning of the Joint Venture in the United
States. OTTA will be responsible for applying for the business license, trademark registration, and any other necessary legal documents
for the establishment of Joint Venture.
The foregoing description
of the Shareholder Agreement does not purport to be complete and is qualified in its entirety by reference to the Shareholder Agreement
filed hereto as Exhibit 99.2.
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 hereunto duly authorized.
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URBAN TEA, INC.
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Date: November 8, 2019
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By:
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/s/ Long Yi
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Name:
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Long Yi
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Title:
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Chief Executive Officer
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