0001631282 false CN 0001631282 2023-10-15 2023-10-15 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): October 15, 2023

 

DATASEA INC.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada   001-38767   45-2019013
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

20th Floor, Tower B, Guorui Plaza

1 Ronghua South Road Technological Development Zone,

Beijing, People’s Republic of China 100176

(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (+86) 10-56145240

 

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))

 

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   DTSS   The Nasdaq Stock Market LLC

 

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.

 

As disclosed in the Current Report on Form 8-K filed on August 16, 2023, Datasea Inc. (the "Company") entered into a subscription agreement (the "Agreement") with a non-U.S. investor (the "Investor"). Under the Agreement, the Investor agreed to purchase, an aggregate of 2,962,963 shares of common stock (the "Shares") at a purchase price of $1.35 per share. The Shares are subject to a mandatory holding period of 180 days.

 

Pursuant to the terms of the Agreement, on August 16, 2023, the Investor made an initial payment of $714,286 to the Company. The Investor was required to pay the remainder amount of $3,285,714 to the Company by October 15, 2023. This payment was delayed due to adjustments in the Investor's internal funding plan. On October 15, 2023, the Investor sought an extension from the Company to defer the payment of the outstanding balance of
$3,285,714.29 until March 31, 2024. The Company approved the Investor’s request. The Investor can pay the remaining balance either in a lump sum or in two installments. The Company retains the discretion to decide whether to continue the execution of the Agreement at any time before or after March 31, 2024.

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
99.1   English translation of the Application for Extension of Payment for Remaining Subscription Amount.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

  DATASEA INC.
     
October 19, 2023 By: /s/ Zhixin Liu
    Name:  Zhixin Liu
    Title: Chief Executive Officer