Current Report Filing (8-k)

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

October 15, 2019

Date of Report

(Date of earliest event reported)

NF ENERGY SAVING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

000-50155

02-0563302

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

Suite 3708, R&F Building, No. 6, Gang Xing Road, Zhongshan District,

Dalian, Liaoning Province, P. R. China

(Address of principal executive offices and zip code)

(8624) 8563-1159

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐	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. ☐

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.001 par value		BIMI		The NASDAQ Capital Market

Item 1.01. Entry into a Material Definitive Agreement.

The Registrant entered into an agreement with Crown Bridge Partners LLC, to sell a convertible note (the “Note”) of the Company, in the form attached herewith, in the aggregate principal amount of $101,500.00. The Note has a maturity date of November 15, 2020 and carries 6% annual interest.

The conversion price under the Note is 65% multiplied by the market price of the Registrant’s Common Stock representing a discount rate of 35%. The reserved number of shares exercisable upon conversion of the Note will be initially 250,000 shares, provided that the holder of the Note may not become more than a 4.99% holder of the outstanding shares of Common Stock of the Registrant, all as defined, qualified and more fully described in the agreement and in the Note filed herewith, and subject to regulatory approvals.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

2.1	Securities Purchase Agreement between the Registrant and Crown Bridge Partners LLC, dated November 15, 2019

2.2	Convertible Promissory Note ($101,500 principal amount), Issue Date November 15, 2019

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 thereunto duly authorized.