Current Report Filing (8-k)
April 06 2021 - 9:31AM
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):
April 5, 2021
CHINA GREEN AGRICULTURE, INC.
(Exact name of Registrant as specified in
charter)
Nevada
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001-34260
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36-3526027
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(State or other jurisdiction
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(Commission File No.)
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(IRS Employer
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of Incorporation)
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Identification No.)
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3rd floor, Borough
A, Block A. No. 181, South Taibai Road,
Xi’an, Shaanxi
province, PRC 710065
(Address of principal
executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (+86) 29-88231591
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 (17CFR230.425)
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Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))
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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 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
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
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CGA
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NYSE
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Item
1.01. Entry into a Material Definitive Agreement
On April 5, 2021, China Green
Agriculture, Inc. (the “Company”) entered into certain Security Purchase Agreement (the “SPA”)
with certain “non-US persons” as defined in Regulation S (“Regulation S”) promulgated under Securities
Act of 1933, as amended (the “Securities Act”) (the “Purchasers”) in connection with a private
placement offering (the “Offering”) of 2 million shares (“Shares”) of common stock, par value $0.001
per share, of the Company. The purchase price per share of the Offering is $7.00. The transaction contemplated in the SPA closed simultaneously
with the execution of the SPA.
The Shares to be issued
in the Offering are exempt from the registration requirements of the Securities Act, pursuant to Section 4(a) (2) of the Securities
Act and/or Regulation S.
The net proceeds to the
Company from the Offering will be approximately $14 million. The proceeds may be used for general corporate purposes.
The SPA also contains
customary representation and warranties of the Company and the Purchasers, indemnification obligations of the Company, termination
provisions, and other obligations and rights of the parties.
The Form of SPA is filed
as Exhibits 10.1 to this Current Report on Form 8-K and such document is incorporated herein by reference. The foregoing is only a
brief description of the material terms of the SPA, and it does not purport to be a complete description of the rights and
obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.
Item 3.02. Unregistered Sales of Equity Securities
On April 5, 2021, the Company
issued 2 million Shares of the Company’s Common Stock, par value $0.001 per share, pursuant to certain SPA dated April 5, 2021 to
the Purchasers. The Shares issued in the Offering are exempt from the registration requirements of the Securities Act, pursuant to Section
4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder.
Item
9.01 Financial Statements and Exhibits.
SIGNATURE
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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CHINA GREEN AGRICULTURE, INC.
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By:
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/s/ Zhuoyu Li
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Name:
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Zhuoyu Li
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Title:
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Chief Executive Officer
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Date:
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April 6, 2021
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2
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