UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of Company as specified in charter)
(State or other jurisdiction of incorporation) |
(Commission File No.) | (IRS Employer Identification No.) | ||
|
(Address of Principal Executive Offices) (Zip code)
(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 | ||
Item 8.01 Other Information
On December 5, 2021, Code Chain New Continent Limited (the “Company”) entered into a waiver agreement with Univest Securities, LLC (“Univest”), pursuant to which Univest agreed to waive and forfeit the right of first refusal to provide certain investment banking services to the Company on an exclusive basis in all matters for which such investment banking services are sought by the Company (the “Right of First Refusal”), pursuant to certain placement agency agreement between the Company and Univest, dated February 18, 2021. As consideration for waiving the Right of First Refusal, the Company agreed to pay Univest a cash waiver fee in the amount of US$1.8 million, payable by the Company 30 days from the date of the waiver agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
10.1 | Waiver between Code Chain New Continent Limited and Univest Securities, LLC, dated December 5, 2021 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: December 6, 2021 | By: | /s/ Tingjun Yang |
Name: | Tingjun Yang | |
Title: | CEO |
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Exhibit 10.1
WAIVER
This Waiver, dated as of December 5th, 2021 (the "Waiver"), is made by and between Code Chain New Continent Limited (the “Company”) and Univest Securities, LLC ("Univest"), and together with the Company, the “Parties”). Capitalized terms used and not defined in this Waiver have the respective meanings assigned to them in the Placement Agent Agreement (as defined below).
WHEREAS, the Parties entered into a Placement Agency Agreement, dated February 18, 2021 (the " Placement Agency Agreement "), pursuant to which Univest agreed to serve as the placement agent, on a “reasonable best efforts” basis, in connection with the placement of registered shares of common stock of the Company and unregistered warrants to purchase common stock of the Company.
WHEREAS, pursuant to Section 9 of the Placement Agency Agreement, the Company granted Univest the right of first refusal (“ROFR”) for the period of twelve (12) months from the Closing Date to provide investment banking services to the Company on an exclusive basis in all matters for which certain investment banking services are sought by the Company, which right is exercisable in the Placement Agent’s sole discretion;
WHEREAS, the Company wishes to buy out the ROFR and terminate any existing investment banking relationship with Univest prior to the expiry of the 12-month period;
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Waiver. In consideration of the payment of the Waiver Fee (as defined in Section 2 of this Waiver), Univest hereby waives and forfeits its ROFR in its entirety for any future financing or offering to be completed by the Company. Company shall be released of any obligation in connection with the ROFR. For the avoidance of any doubt, such waiver and forfeiture shall be effective as of the date of this Waiver, the Company’s participation in any future offering or financing shall not constitute a breach of any of the Company’s obligations under the Placement Agency Agreement and Univest shall not be entitled to any compensation in connection with any future offering or financing by the Company.
2. Waiver Fee. The “Waiver Fee” shall be US$1,800,000, must be payable by the Company 30 days from the date hereof. This Waiver shall constitute a debt to Univest prior to such payment in full.
The Waiver Fee shall be paid to Univest by wire transfer to: ABA Routing No: [***]
SWIFT Code: [***]
Bank Name: [***]
Bank Address: [***]
Beneficiary Account Name: [***]
Beneficiary Account No: [***]
Beneficiary Address: [***]
3. | Miscellaneous. |
(a) This Waiver shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns.
(b) This Waiver may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Waiver electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Waiver.
(c) This Waiver constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. All other subject matters not contain herein shall be governed by the Placement Agency Agreement.
[SIGNATURE PAGE FOLLOWS ON THE NEXT PAGE]
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IN WITNESS WHEREOF, the Parties have executed this Waiver on the date first written above.
CODE CHAIN NEW CONTINENT LIMITED | |||
By: | /s/ Tingjun Yang | ||
Name: | Tingjun Yang | ||
Title: | Chief Executive Officer | ||
UNIVEST SECURITIES, LLC | |||
By: | /s/ Edric Yi Guo | ||
Name: | Edric Yi Guo | ||
Title: | Chief Executive Officer | ||
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Cover |
Dec. 05, 2021 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Dec. 05, 2021 |
Entity File Number | 001-37513 |
Entity Registrant Name | Code Chain New Continent Limited |
Entity Central Index Key | 0001641398 |
Entity Tax Identification Number | 47-3709051 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | No 119 South Zhaojuesi Road |
Entity Address, Address Line Two | 2nd Floor, Room 1 |
Entity Address, Address Line Three | Chenghua District, Chengdu |
Entity Address, City or Town | Sichuan |
Entity Address, Country | CN |
Entity Address, Postal Zip Code | 610047 |
City Area Code | +86 |
Local Phone Number | 028-84112941 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $0.0001 |
Trading Symbol | CCNC |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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