Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
January 26 2023 - 1:15PM
Edgar (US Regulatory)
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 January 2023
Commission File Number: 001-39833
EZGO Technologies Ltd.
(Translation of registrant’s name into
English)
Building #A, Floor 2, Changzhou Institute of
Dalian University of Technology,
Science and Education Town,
Wujin District, Changzhou City
Jiangsu, China 213164
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ 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): ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Entry into Material Agreement
On January 25, 2023, EZGO Technologies
Ltd. (the “Company”) as transferee, entered into an equity transfer agreement (the “Agreement”) with certain “non-U.S.
Persons” (the “Sellers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities
Act”), as transferors, with respect to 100% of the equity interests and all assets in Changzhou Sixun Technology Co., Ltd. (“Changzhou
Sixun”), as the target company. Pursuant to the Agreement, the Sellers agreed to transfer 100% of the equity interests in and all
assets in Changzhou Sixun to Jiangsu EZGO New Energy Technologies Co., Ltd., an indirect wholly owned subsidiary of the Company, in consideration
of RMB59,400,000 (approximately US$8,750,000 as of the date hereof), of which (i) RMB5,000,000 (approximately
US$737,000, as of the date hereof) shall be paid in cash on or prior to February 15, 2023, and (ii)
the remaining consideration of RMB54,400,000 (approximately US$8,013,000, as of the
date hereof) shall be paid by issuing additional ordinary shares of the Company, with a selling restriction period of six months (the
“Shares”), to the Sellers within 45 days of the date of the Agreement. The applicable price for determining the number of
Shares to be issued will be equal to 95% of the closing price of the Company’s ordinary shares on the Nasdaq Capital Market on the
trading day prior to the issuance of such Shares.
The Sellers and the Company
have each made customary representations, warranties and covenants. The Shares will be issued to the Sellers upon satisfaction of all
closing conditions, including Nasdaq’s completion of its review of the notification to Nasdaq regarding the listing of the Shares.
The Shares to be issued pursuant
to the Agreement are exempt from the registration requirements of the Securities Act, pursuant to Regulation S promulgated
thereunder.
The form of the Agreement
is filed as Exhibit 99.1 to this Current Report on Form 6-K and such document is incorporated herein by reference. The foregoing is only
a brief description of the material terms of the Agreement, and does not purport to be a complete description of the rights and obligations
of the parties thereunder and is qualified in its entirety by reference to such exhibit.
EXHIBIT INDEX
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.
|
EZGO Technologies Ltd. |
|
|
|
By: |
/s/ Jianhui Ye |
|
Name: |
Jianhui Ye |
|
Title: |
Chief Executive Officer |
Date: January 26, 2023
3
EZGO Technologies (NASDAQ:EZGO)
Historical Stock Chart
From Jun 2024 to Jul 2024
EZGO Technologies (NASDAQ:EZGO)
Historical Stock Chart
From Jul 2023 to Jul 2024