Current Report Filing (8-k)
September 13 2022 - 4:06PM
Edgar (US Regulatory)
0001491487
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0001491487
2022-09-13
2022-09-13
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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):
September 13, 2022
TAKUNG ART CO., LTD
(Exact name of Registrant as specified in its
charter)
Delaware |
|
001-38036 |
|
26-4731758 |
(State or other jurisdiction
of Incorporation) |
|
(Commission File No.) |
|
(IRS Employer
Identification No.) |
Room 709 Tower 2, Admiralty Centre, 18 Harcourt
Road, Admiralty, Hong Kong
(Address of Principal Executive Offices)
Registrant’s telephone number: +852 3158
0977
________________________________________________
(Former name or former address, if changed since
last report)
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)) |
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 $0.001 per share |
|
TKAT |
|
NYSE American |
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 3.02 Unregistered Sales of Equity Securities
As disclosed on Takung Art
Co., Ltd.’s (the “Company”) Current Report on Form 8-K (the “Form 8-K”) filed on August
24, 2022, the Company entered into certain securities purchase agreement, dated June 27, 2022, as amended on July 27, 2022 (the “SPA”),
with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of
1933, as amended (the “Securities Act”). Pursuant to the SPA, the Company agreed to issue 10,380,623
units for a per unit price of $2.89 (the “Units”). Each Unit consists of one share of the common stock of the
Company, par value $0.001 per share (the “Common Stock”) and a warrant to purchase two shares of Common Stock.
The issuance and sale of the
Units is exempted from the registration requirement of the Securities Act pursuant to Regulation S promulgated thereunder.
The transaction contemplated
by the SPA was closed on September 13, 2022, as all the closing conditions have been satisfied.
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.
Date: September 13, 2022
|
Takung Art Co., Ltd |
|
|
|
/s/ Kuangtao Wang |
|
Name: |
Kuangtao Wang |
|
Title: |
Co-Chief Executive Officer |
2
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