6-K 1 tm1926532d1_6k.htm FORM 6-K

 

 

 

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2019.

 

Commission File Number: 001-38857

 

CHINA XIANGTAI FOOD CO. LTD.

(Translation of registrant’s name into English)

 

c/o Chongqing Penglin Food Co., Ltd.

Xinganxian Plaza

Building B, Suite 21-1

Lianglukou, Yuzhong District 400800

Chongqing, People’s Republic of China

+86- 023-86330158– telephone

(Address of principal executive office)

 

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  x 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):  ¨

 

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):  ¨

 

 

 

 

 

Entry into a Material Definitive Agreement and Unregistered Sale of Equity Securities

  

On December 18, 2019, China Xiangtai Food Co., Ltd. (the “Company”) entered into an amendment agreement (the “Amendment”) to amend the first convertible debenture in the face principal amount of $2,000,000 issued pursuant to a securities purchase agreement with an accredited investor (the “Debenture Holder”), dated November 22, 2019. Pursuant to the Amendment, any time after the issuance of a Debenture that the daily VWAP is less than $3.00 for a period of 10 consecutive trading days (each such occurrence, a “Triggering Event”) and only for so long as such conditions exist after a Triggering Event, the Company shall make monthly payments beginning on the 30th day after the date of the Triggering Event. Each monthly payment shall be in an amount equal to the sum of (i) the principal amount outstanding as of the date of the Triggering Event divided by the number of such monthly payments until maturity, (ii) a redemption premium of 10% during the six month after the issuance of a Debenture of 20% thereafter in respect of such principal amount and (iii) accrued and unpaid interest hereunder as of each payment date. The Company may, no more than twice, obtain a thirty-day deferral of a monthly payment due as a result of a Triggering Event through the payment of a deferral fee in the amount equal to 10% of the total amount of such monthly payment. Each deferral payment may be paid at our option either in (i) cash or (ii) if the conversion price on the date of the payment is above $3.00 and such shares issued will be immediately freely tradable shares in the hands of the holder, by the issuance of such number of shares as is equal to $3.00.

 

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Amendment, dated December 18, 2019, a copy of which is attached as Exhibit 10.1 and which is incorporated herein by reference.

 

EXHIBIT INDEX

 

Exhibit No.   Description
 10.1   Amendment Agreement dated December 18, 2019
 10.2   Amended Form of Debenture

 

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: December 19, 2019 CHINA XIANGTAI FOOD CO. LTD. 
     
  By: /s/ Zeshu Dai
  Name: Zeshu Dai
  Title: Chief Executive Officer and Chairwoman of the Board