Form 8-K - Current report

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: October 24, 2023

ORGANIC AGRICULTURAL COMPANY LIMITED

(Exact name of registrant as specified in its charter)

Nevada	0-56168	82-5442097
(State of other jurisdiction of	(Commission File No.)	(IRS Employer
incorporation or organization		Identification No.)

Room G504, Building 3, Kejichuangxincheng Chuangxinchuangye Plaza,

High and New Technology Industrial Development District,

Harbin City, Heilongjiang Province, China 150090

(Address of principal executive offices) (Zip Code)

86 (0451) 5152-7001

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
None		None		Not Applicable

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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement

On November 28, 2022 the Registrant entered into an agreement to sell 9,000,000 shares of its common stock to Heilongjiang Chuangyi Agriculture Co., Ltd. for a price of 5,670,000 million RMB (@U.S.$775,616). On November 29, 2022 the Registrant entered into an agreement to sell 1,000,000 shares of its common stock to Sun Ying for a price of 630,000 million RMB (@U.S.$86,179).

On January 9, 2023, the Registrant and each of the investors entered into Share Issuance Supplementary Contracts, which provided that Heilongjiang Chuangyi Agriculture Co., Ltd. would complete the required payments by August 15, 2023 and Sun Ying would complete the required payments by April 15, 2023.

On October 24, 2023, the payments not having been made, the Registrant and each of the investors entered into additional supplementary agreements, which provide that the payments by each of the investors will be due on October 16, 2024.

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.

	ORGANIC AGRICULTURAL COMPANY LIMITED

Dated: October 25, 2023	By:	/s/ Xun Jianjun
		Xun Jianjun
		Chief Executive Officer

Cover	Oct. 24, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 24, 2023
Entity File Number	0-56168
Entity Registrant Name	ORGANIC AGRICULTURAL COMPANY LIMITED
Entity Central Index Key	0001749849
Entity Tax Identification Number	82-5442097
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	Room G504, Building 3
Entity Address, Address Line Two	Kejichuangxincheng Chuangxinchuangye Plaza
Entity Address, Address Line Three	High and New Technology Industrial Development District
Entity Address, City or Town	Harbin City
Entity Address, Country	CN
Entity Address, Postal Zip Code	150090
City Area Code	86 (0451)
Local Phone Number	5152-7001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false