UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 28, 2021
Code Chain New Continent Limited
(Exact name of Company as specified in charter)
| Nevada | 001-37513 | 47-3709051 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File No.) | (IRS Employer Identification No.) |
No
119 South Zhaojuesi Road
2nd Floor, Room 1
Chenghua District, Chengdu, Sichuan, China 610047
(Address of Principal Executive Offices) (Zip code)
+86-028-84112941
(Company’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 Company 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, par value $0.0001 | CCNC | Nasdaq Capital Market |
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in the current report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2021 and April 19, 2021, Code Chain New Continent Limited (the “Company”) entered into an asset purchase agreement with Sichuan RiZhanYun Jisuan Co., Ltd., (the “Seller”) on February 23, 2021, which was amended and restated on April 16, 2021 (the “Original Agreement”). Pursuant to the Original Agreement, the Company agreed to purchase, and the Seller agreed to sell, a total of 10,000 Bitcoin mining machines (the “Assets”) for a total purchase price of RMB 40,000,000 or US$6,160,000 based on the exchange rate as of April 8, 2021 (the “Purchase Price”).
On May 28, 2021, the Company entered into an amendment to the Original Agreement (the “Amendment”, and such agreement as amended, the “Agreement”). Pursuant to the Amendment, the Company agreed to pay the Purchase Price in the form of 1,587,800 shares of common stock of the Company, valued at US$3.88 per share, which is the closing bid price of the common stock of Buyer on the Nasdaq Stock Market on April 8, 2021.
Pursuant to the Agreement, the Seller shall cause revenue and any other source of income from the operation of the Assets to be paid to the Company, payable in cryptocurrency to be deposited into a cryptocurrency wallet held by the Company on a daily basis. The Company shall issue to the Seller or its designees RMB 5,000,000 or US$770,000 worth of common stock of the Company (the “Bonus Shares”) if the Assets generate an average net profit per day/10,000 machines (the “Daily Profit”) on behalf of the Company during the one-year period from March 19, 2021 to March 19, 2022 (the “Valuation Period”) equals to RMB 200,000 or US$30,800 and if the Assets generate an average net profit per month/10,000 machines (the “Monthly Profit”) on behalf of the Company during the Valuation Period equals to RMB 6,000,000 or US$924,000. If the Daily Profit is more than RMB 200,000 or US$30,800 and the Monthly Profit is more than RMB 6,000,000 or US$924,000, the Company shall issue to the Seller or its designees additional shares of common stock in proportion to the amount that is in excess. If the Daily Profit is less than RMB 200,000 or US$30,800 or the Monthly Profit is less than RMB 6,000,000 or US$924,000, the Company shall not issue to the Seller or its designees any Bonus Shares and such month is deemed a “Re-evaluated Month”. At the end of the Valuation Period, the Monthly Profit of such Re-evaluated Month(s) shall be aggregated (the “Aggregate Profit”), and the Company shall issue RMB5,000,000 or US$770,000 worth of common stock of Buyer for every RMB6,000,000 or US$924,000 in Aggregate Profit on a pro rata basis. Such Daily Profit and Monthly Profit shall be determined on a monthly basis on the first day of the next month. Such Bonus Shares and additional shares, when applicable, shall be issued on the fifteenth day of the next month. For any month that has 28 days or 31 days, the Monthly Profit is calculated based on the actual number of days in the month. Notwithstanding the foregoing, no share pursuant to this Agreement shall be issued earlier than May 24, 2021 in any event. The total number of shares of common stock, including the Bonus Shares, issuable to the Seller or its designees pursuant to the Agreement shall in no event be more than 19.99% of the total shares issued and outstanding of Company as of the date of the Original Agreement.
On June 1, 2021, the Company issued to the Seller’s designee 2,513,294 shares of common stock, consisted of (i) the Purchase Price in the form of 1,587,800 shares of common stock and (ii) 925,494 Bonus Shares, valued at US$2.51 per share, which is the closing bid price of the common stock of Buyer on the Nasdaq Stock Market on May 12, 2021, for meeting and exceeding the Daily Profit and Monthly Profit benchmark.
The foregoing description of the Original Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Original Agreement and the Amendment.
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Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.02 Unregistered Sales of Equity Securities
The disclosure under Item 1.01 and 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The issuance of the securities set forth herein was made in reliance on the exemption provided by Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). The Company made the determination based upon the factors that the Seller is not a “U.S. Person” as that term is defined in Rule 902(k) of Regulation S under the Securities Act, that the Seller was acquiring the securities for its own respective account and not as nominees or agents, and not with a view to the resale or distribution thereof, and that the Seller understood that the securities may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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.
| CODE CHAIN NEW CONTINENT LIMITED | ||
| Date: June 1, 2021 | By: | /s/ Weidong (David) Feng |
| Name: | Weidong (David) Feng | |
| Title: | Co-CEO | |
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Exhibit 10.2
AMENDMENT TO THE AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
资产购买协议修订
This Amendment to the Amended and Restated Asset Purchase Agreements (this “Amendment”) is dated May 28, 2021, and is entered into by and between Sichuan RiZhanYunJisuan Co., Ltd., a company incorporated in the People’s Republic of China (“Seller”), and Code Chain New Continent Limited, a Nevada corporation (“Buyer”).
本资产购买协议修订（“本修订协议”），于2021年5月28日，由一家在中华人民共和国设立的公司，四川日瞻云计算有限公司（ “卖方”），与一家内华达州公司，Code Chain New Continent Limited （“买方”）共同签署。
WHEREAS, the Seller and Buyer entered into an Asset Purchase Agreement on February 23, 2021, which was amended and restated on April 16, 2021 (the “Original Agreement”) , pursuant to which the Seller agreed to sell certain Assets to Buyer.
鉴于，买方和卖方于2021年2月23日签署并于2021年4月16日修订资产购买协议（“原协议”），由卖方向买方出售资产。
NOW THEREFORE, all parties of this Amendment hereby agree as follows through negotiations:
鉴于此，通过各方协商，各方同意签订协议如下：
| 1. | In this Amendment, unless the context otherwise requires, words and expressions defined in the Original Agreement and shall have the same meanings when used herein. |
在本修订协议中，除非本修订协议另有约定原协议中定义的词语和术语在此具有相同含义。
| 2. | Section 1.07 shall be deleted and replaced with the following: |
1.07条应删除，并替换为以下内容:
“Section 1.07 Purchase Price. The aggregate purchase price for the Assets shall be RMB40,000,000 (the “Purchase Price”), or US$6,160,000 (based on the exchange rate as of April 8, 2021), payable in the form of 1,587,800 shares of common stock of Buyer, valued at US$3.88 per share, the closing bid price of the common stock of Buyer on the Nasdaq Stock Market on April 8, 2021.
1.07 购买价格。资产总购买价格为4000万人民币（“购买价格”）或6,160,000美元（基于2021年4月8日的汇率），支付方式为发行给卖方1,587,800 股买方的普通股，价值3.88美元每股，为2021年4月8日纳斯达克收盘价。”
| 3. | The first sentence of Section 1.08 shall be deleted and replaced with the following: |
1.08条的第一句条款应删除，并替换为以下内容:
“Section 1.08 Performance Bonus. Buyer shall pay to Seller or its designees the following bonus upon the achievement by the operation of the Assets of the following events during the one-year period from March 19, 2021 to March 19, 2022 (“Valuation Period”):
1.08 业绩奖励。如在交割日后一年内（“评估期”）资产运营取得下列成果，买方应向卖方或其指定人支付下列奖金：”
| 4. | Section 1.08 (a) shall be deleted and replaced with the following: |
1.08 (a)条应删除，并替换为以下内容:
“(a) RMB5,000,000 worth of common stock of Buyer (the “Bonus Shares”) if the Assets generates on behalf of Buyer each month starting on March 19, 2021 during the Valuation Period an average net profit per day/ 10,000 machines (“Daily Profit”) that is equal to RMB 200,000 and a net profit per month/10,000 machines (“Monthly Profit”) that is equal to RMB6,000,000.
(a) 如果在评估期内自2021年3月19日起每个月内代表买方产生的每天该10,000机器的平均净利润（“日净利”）等于200,000人民币，并且每月该10,000机器的净利润（“月净利”）等于6,000,000人民币，则奖励为价值人民币500万元的买方普通股（“奖励股票”）。”
| 5. | Section 1.08 (d) shall be deleted and replaced with the following: |
| 1.08 | (d)条应删除，并替换为以下内容: |
“(d) Such Daily Profit and Monthly Profit shall be determined on a monthly basis on the first day of the next month. Such Bonus Shares and additional shares pursuant to Section 1.08(c), when applicable, shall be issued on the fifteenth day of such next month. Notwithstanding the foregoing, the Bonus Shares and additional shares pursuant to Section 1.08(c) of the month of March 2021 and April 2021, if appliable, shall be issued on or after May 24, 2021.
（d）日净利在次月一日进行计算。奖励股票和1.08（c）规定的超额股票，如适用，应于该月十五日发行。尽管有上述规定，但2021年3月和4月的奖励股票和1.08（c）规定的超额股票，如适用，应于2021年5月24日或之后发行。”
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| 6. | Except as expressly set forth in this Amendment, the terms and provisions of Orignal Agreement shall continue unmodified and in full force and effect. In the event of any conflict between this Amendment and the Original Agreement, this Amendment shall control. |
除非本修正有明确约定外，合同安排中的条款和内容将继续有效。如果本修正与合同安排相冲突，以本修正为准。
| 7. | This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. |
本修正可以签署多份，每一份都为原件，构成整份文件。
[SIGNATURE PAGE FOLLOWS]
[以下是签字页]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. 兹证明，双方已在本协议首次写明的日期由其正式授权的人员签署
| Sichuan RiZhanYunJisuan Co., Ltd. | ||
| 四川日瞻云计算有限公司 | ||
| By | /s/ Tao Ouyang | |
| 签字： | ||
| Name: | ||
| 姓名：Tao Ouyang | ||
| Title: | ||
| 职位 | ||
| Code Chain New Continent Limited | ||
| By | /s/ Weidong Feng | |
| 签字： | ||
| Name: Weidong (David) Feng | ||
| 姓名： | ||
| Title: Co-CEO | ||
| 职位：联合首席执行官 | ||