Current Report Filing (8-k)
15 1월 2022 - 6:32AM
Edgar (US Regulatory)
0001158420
false
China
0001158420
2021-01-14
2021-01-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
January 14, 2021
China HGS Real Estate Inc.
(Exact Name of Registrant as Specified in Charter)
Florida
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001-34864
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33-0961490
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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6 Xinghan Road, 19th Floor
Hanzhong
City
Shaanxi Province,
PRC 723000
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(Address of Principal Executive Offices and Zip Code)
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Registrant’s telephone number, including area code: (86)
091-62622612
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
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, $0.001 par value
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HGSH
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The NASDAQ Capital Market
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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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¨
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a - 12(b))
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¨
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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 240.13d-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 (§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 3.02 Unregistered Sales of Equity Securities
As disclosed on China HGS
Real Estate Inc.’s (the “Company”) Current Report on Form 8-K filed on December 20, 2021, the Company entered
into a certain securities purchase agreement (the “SPA”) with certain purchasers whom are “non-U.S. Persons”
(the “Investors”) as defined in Regulation S of the Securities Act, pursuant to which the Company agreed to sell an
aggregate of 10,247,122 units (the “Units”), each Unit consisting of one share of common stock, par value $0.001 per
share (“Common Stock”) and a warrant to purchase three shares of Common Stock (the “Warrant”) with
an initial exercise price of $2.375 at a price of $2.375 per Unit, for an aggregate purchase price of approximately $24.3 million (the
“Offering”).
On January 14, 2022, the transaction
contemplated by the SPA closed.
The issuance and sale of
the Units is exempted from the registration requirement of the Securities Act of 1933, as amended pursuant to Regulation S
promulgated thereunder.
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.
Dated: January 14, 2022
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China HGS Real Estate, Inc.
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By:
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/s/ Neng Chen
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Name:
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Neng Chen
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Title:
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Chief Executive Officer and Chairman
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China HGS Real Estate (NASDAQ:HGSH)
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