Current Report Filing (8-k)
December 18 2018 - 4:07PM
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):
March 17, 2017
SINO AGRO FOOD, INC.
(Exact Name of Registrant as Specified in
Charter)
Nevada
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001-54191
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33-1219070
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(State of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Room 3801, China Shine Plaza
No. 9 Lin He Xi Road
Tianhe District, Guangzhou City
P.R.C.
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510610
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (860) 20 22057860
Copies to:
Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 37
th
Floor
New York, NY 10036
Attn. Marc J. Ross, Esq.
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 (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 DFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4
(c) under the Exchange Act (17 CFR 240.13e-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
x
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.
x
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains
forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future
events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These
statements are subject to uncertainties and risks including, but not limited to (i) securing capital for general working purposes,
and (ii) other risks and in statements filed from time to time with the Securities and Exchange Commission (the “
SEC
”).
All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified
by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition,
the Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances
after the date hereof.
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Item 2.04
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Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement.
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On August 29, 2014, Sino Agro Food, Inc.
(the “
Company
”) issued a Promissory Note (the “
ECAB Note
”) to Euro China Capital AB (“
ECAB
”)
in the principal face amount of $33,300,000, as subsequently amended by a Restructuring Agreement executed in July of 2017 (as
so amended, the “
New Note
”).
We received a notice of default (the “
Notice
”)
from ECAB on December 12, 2018 contending that the New Note was in default because (i) SIAF has not made repayments on the New
Note in the manner prescribed by its terms, and (ii) of certain other unspecified events of default. While ECAB stated in the Notice
that it has not elected to accelerate the right to repayment of the entire principal amount, including accrued but unpaid interest
on the ECAB Note, it reserves the right to do so.
Prior to receipt of the Notice from ECAB,
the Company was attempting to reach a negotiated settlement with ECAB. Notwithstanding receipt of the Notice, the Company hopes
to continue to work with ECAB to settle its obligations under the ECAB Note. The Company intends to vigorously defend its position
should a mutually amicable resolution prove unattainable.
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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SINO AGRO FOOD, INC.
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Date:
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December 18, 2018
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By:
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/s/ LEE YIP KUN SOLOMON
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Lee Yip Kun Solomon
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Chairman and Chief Executive Officer
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