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): March 3, 2021
Moxian, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-37902 |
27-3729742 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
Room 911, Tower 2, Silvercord, 30 Canton Road, Hong Kong SAR
(address of principal executive offices) (zip code)
Tel: +852 2961 4888
(registrant’s telephone number, including area code)
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 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 | MOXC | Nasdaq Capital Market |
| ITEM 1.02 | TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. |
As previously announced, on August 27, 2020, Moxian, Inc (the “Registrant”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”), with Btab Group, Inc (“BTAB”) for the exchange of (a) 59,270,000 shares of the common shares of BTAB for 59,270,000 shares of its new common shares and (b) 50,000,000 shares of BTAB Class B shares for 50,000,000 of its new Class A Preferred Shares.
On February 28, 2021, the Registrant and BTAB mutually agreed to terminate the Share Exchange Agreement, with immediate effect. Because the termination was by mutual agreement, neither party will bear any early termination fees or have any terms or conditions apply that are material to the Registrant.
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
Effective February 28, 2021, Mr. James Tan Meng Dong and Dr. David Cheang Sien Chan resigned as members of the Board of Directors of the Registrant. The resignations were for personal reasons and were not the result of any disagreement with the Registrant, the Registrant’s management or the Board.
Following the departure of both directors, the Registrant will continue to satisfy the Board of Directors composition requirements because (i) the Board of the Registrant will continue to have a majority of independent directors following such resignations and (ii) the standing committees will each continue to consist of three independent members of the Board.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
99.1 Press release dated March 3, 2021.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MOXIAN, INC. | ||
| Date: March 3, 2021 | By: | /s/ Hao Qing Hu |
| Name: | Hao Qing Hu | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Moxian terminates proposed merger with Btab Group, Inc
Hong Kong, March 03, 2021 (GLOBE NEWSWIRE) — Moxian, Inc. (“Moxian” or the “Company”) (MOXC), an offline-to-online (O2O) social media services and Internet media marketing services provider, today announces that its proposed merger with Btab Group Inc., (“Btab”) has been terminated by mutual consent, as provided for in the terms of the Share Exchange Agreement signed on August 27, 2020.
The Company also announces the resignations of Mr. James Tan Meng Dong and Dr. David Cheang Sien Chan, both Singaporeans, from the Board with effect from February 28, 2021. The Board now comprises Mr. Hao Qinghu as the CEO of the Company and three other independent directors, Mr. Lionel Choong Khuat Leok, Mr. William Yap Guan Hong and Ms Wendy Wang Yingjie, all of whom have been in office since 2019.
About Moxian, Inc.
Founded in 2013, Moxian is located in Beijing, China, with subsidiaries in Malaysia and Hong Kong, it is an O2O integrated platform operator, and a service provider of social media and Internet media marketing.
About Btab Group, Inc:
Founded in 2014 and established as a Holding Company in 2018 as Btab Group of Companies (Btab Group Inc,), with a central location in Sydney Australia, having offices in Australia, China, UK and USA. Btab is an e-commerce services provider and a product supplier to small businesses.
Safe Harbor Statement
This announcement contains forward-looking statements as defined in Section 21E of the Securities Exchange Act of 1934 as amended. These forward-looking statements are based on the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 and may be governed by terms such as “will,” “expect,” “anticipate,” “future,” “intend,” “plan,” Believe, “estimate”, “potential”, “continue”, “in progress”, “goal”, “guidance expectations” and similar statements are identified. The company may also include in its periodic reports to the US Securities and Exchange Commission (“SEC”), annual reports to shareholders, press releases and other written materials, as well as oral statements from third parties to the company’s management, directors or employees. Oral forward-looking statements. Any statements that are not historical facts, including statements about the company’s philosophy and expectations, are forward-looking statements that involve factors, risks, and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These factors and risks include, but are not limited to, the following: company’s goals and strategies; future business development; financial status and operating results; expected growth of China’s credit industry, especially the expected growth of China’s online lending platform; market-oriented and credit products and The demand and acceptance of services; and the ability of credit to attract and retain borrowers and lenders in the market; the relationship between the company and strategic partners; industry competition; and policies and regulations related to the company’s structure, business and industry. More detailed information about these and other risks and uncertainties is included in the company’s filings with the Securities and Exchange Commission. All information provided in the company’s introduction is the latest information as of the date of publication of the company. Except as provided by applicable law, the company is not obligated to update such information.
For further information, please contact
Tan.wanhong@moxiangroup.com