Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
01 11월 2021 - 10:32PM
Edgar (US Regulatory)
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 OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of November 2021
Commission
File Number 001-35715
JX
Luxventure Limited
(Translation
of registrant’s name into English)
Bin
Hai Da Dao No. 270
Lang
Qin Wan Guo Ji Du Jia Cun Zong He Lou
Xiu
Ying District
Haikou
City, Hainan Province 570100
People’s
Republic of China
(Address
of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ 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): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the
submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): ☐
Note: Regulation S-T Rule 101(b)(7) only permits
the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must
furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the
registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities
are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the
registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
On November 1, 2021, JX Luxventure Limited (the
“Company”) closed the private placement offering (the “Offering”) of its newly-designated Series D Convertible
Preferred Stock, par value $0.0001 per share (“Series D Convertible Preferred Stock”), in which the Company issued 100,000
shares of Series D Convertible Preferred Stock (the “Shares”) for the total gross proceeds of $3,900,000. The Shares were
issued to an accredited investor not affiliated with the Company, in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended,
and/or Rule 506(b) of Regulation D promulgated thereunder, pursuant to the terms of the Certificate of Designation, Preferences and Rights
of Series D Convertible Preferred Stock (the “Certificate of Designation”) and the subscription agreement between the investor
and the Company, dated as of November 1, 2021. As stated in the Certificate of Designation, shares of Series D Convertible Preferred Stock
vote together with holders of shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company on an
as-if-converted basis; have no special dividend right, ranks equal to the Common Stock with respect to rights upon liquidation and are
convertible into shares of Common Stock on a 1 do 13 basis at any time following the issuance. However, the conversion is limited to the
extent that no conversion may occur if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated
with all other shares of Common Stock owned by the holder of such shares at such time, would result in the holder beneficially owning
(as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder) in excess
of 9.99% of the then issued and outstanding shares of Common Stock.
The Offering and the issuance of the Shares were
approved by the unanimous board consent of the Company and the affirmative vote of the holders of approximately 60.4% of the total issued
and outstanding capital stock of the Company, in accordance with the applicable provisions of the Business Corporations Act of the Marshall
Islands and the listing rules of the Nasdaq Capital Market.
The Certificate of Designation and the form of
the Subscription Agreement are attached to this Current Report on Form 6-K as Exhibits 10.1 and 10.2, respectively.
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: November 1, 2021
|
JX Luxventure Limited
|
|
|
|
|
By:
|
/s/ Sun Lei
|
|
Sun Lei
Chief Executive Officer
|
|
|
EXHIBIT INDEX
3
KBS Fashion (NASDAQ:KBSF)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
KBS Fashion (NASDAQ:KBSF)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024