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 August 2021.
Commission File Number: 001-38146
ZK
INTERNATIONAL GROUP CO., LTD.
(Translation
of registrant’s name into English)
c/o Zhejiang Zhengkang Industrial Co., Ltd.
No. 678 Dingxiang Road, Binhai Industrial Park
Economic & Technology Development Zone
Wenzhou, Zhejiang Province
People’s Republic of China 325025
Tel: +86-577-86852999
(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.
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): ¨
On August 26, 2021, pursuant to certain securities
purchase agreements (the “Securities Purchase Agreements”) with several investors (the “Investors”) dated August
25, 2021, ZK International Group Co., Ltd., a British Virgin Islands company (the “Company”), closed a registered direct offering
(the “Registered Offering”) for the sale of convertible debentures (the “Convertible Debentures”) in the aggregate
principal amount of $12,679,000, convertible into the Company's ordinary shares, with no par value per share (as converted, the “Conversion
Shares” and together with the Convertible Debentures, the “Securities”). The Company received gross proceeds of approximately
$12,679,000, before deducting offering expenses, and intends to use the net proceeds from the Registered Offering for working capital
and other general working capital purpose. The Company may also use the proceeds to acquire certain assets that the Board of Directors
may deem appropriate for the growth of the Company.
The Convertible Debentures have an annual interest
rate of 5% and a term of 12 months from the date of issuance, and are convertible into Conversion Shares at 80% of the volume weighted
average closing price during the seven (7) consecutive trading days immediately preceding the date of conversion (the “Conversion
Price”), subject to a floor price of $2.50 per share and a cap equals to 19.99% of the ordinary shares of the Company issued and
outstanding as of the date of the Securities Purchase Agreements. The Company may issue up to 5,125,086 ordinary shares upon holders’
conversion of the Convertible Debentures for an aggregate of $13,312,950 in principal and interests. The actual number of Conversion Shares
issued will vary depending on the Conversion Price.
The Investors have previously invested in securities
of the Company or otherwise had pre-existing relationships with the Company; the Company did not engage in general solicitation or advertising
with regard to the issuance and sale of the Securities. The Investors represented that they purchased the Securities for investment and
not with a view to distribution.
The Securities were registered with the Securities
and Exchange Commission (the “SEC”), under the Securities Act of 1933, as amended (the “Securities Act”), pursuant
to a prospectus supplement to the Company’s currently effective registration statement on Form F-3 (File No. 333-230860), which
was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2019, and was declared effective
on April 29, 2019 (the “Shelf Registration Statement”). The Company filed the prospectus supplement to the Shelf Registration
Statement with the SEC on August 26, 2021.
The foregoing description of the Securities Purchase
Agreements and the Convertible Debentures are qualified in their entirety by reference to the full text of such documents, the forms of
which are attached as Exhibits 10.1 and 4.1, respectively, to this report on Form 6-K, and which are incorporated herein in their entirety
by reference. An opinion of the Company’s BVI counsel, Mourant Ozannes, relating to the legality of the issuance and sale of the
Securities, is attached as Exhibit 5.1 to this report on Form 6-K.
This Form 6-K contains forward-looking statements.
Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations,
strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions. These
statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions
made by its management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that
are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking
statements due to numerous factors, including those risks discussed in the Company’s Annual Report on Form 20-F for the year ended
September 30, 2020, and in other documents that the Company files from time to time with the SEC. Any forward-looking statements speak
only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect
events or circumstances after the date of this Form 6-K, except as required by law.
The prospectus supplement relating to the Registered
Offering will be available on the SEC’s web site at http://www.sec.gov.
Attached as Exhibit 99.1 is a press release of
the Company issued on August 26, 2021, titled, “ZK International’s Blockchain Innovation Hub, xSigma, Launches MaximNFT.com,
an Exclusive NFT Marketplace in Partnership with Maxim.”
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.
Date: August 27, 2021
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ZK INTERNATIONAL GROUP CO., LTD.
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By:
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/s/
Jiancong Huang
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Name:
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Jiancong Huang
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Title:
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Chief Executive Officer and Chairman of the Board
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