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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of September 2024
Commission File Number 001-35715
JX Luxventure Limited
(Translation of registrant’s name into English)
Bin Hai Da Dao No. 270
Lang Qin Wan Guo Ji Du Jia Cun Zong He Lou
Xiu Ying District
Haikou City, Hainan Province 570100
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
As previously disclosed in the current report
on form 6-K, dated August 29, 2024, by JX Luxventure Limited (the “Company”), on August 26, 2024, the Company and the eight
holders (the “Holders”) of the Company’s promissory notes (the “Notes”), in the total principal amount of
$3,000,000 (the “Total Indebtedness”), entered into a debt exchange agreement (the “Exchange Agreement”), which
provided that the closing of the Exchange Agreement to occur upon satisfaction of all conditions set forth in the Exchange Agreement,
including, among other things, the filing of the Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible
Preferred Stock (the “Certificate of Designation of Series E Stock”) with the Registrar of the Corporation under the Marshall
Islands Business Corporations Act.
On September 23, 2024, the Certificate of Designation
of Series E Stock was filed with the Registrar of the Corporation, establishing the Series E Stock. A filed copy of the Certificate of
Designation of Series E Stock is attached hereto as Exhibit 10.1 and incorporated to this current report on Form 6-K.
On September 26, 2024, the Company and the
Holders closed the transactions contemplated by the Exchange Agreement. At the closing, the Company issued 125,000 shares of Series
E Stock to each Holder (an aggregate of 1,000,000 shares of Series E Stock to all Holders) in exchange for the cancellation of the Note issued by
the Company to such Holder in the principal amount of $375,000, representing each Holder’s portion of the Total
Indebtedness.
The issuance of the shares of Series E Stock was
exempt from registration requirements under Section 4(a)(2), Rule 506(b) of Regulation D (“Regulation D”) and/or Regulation
S, as promulgated by the Securities and Exchange Commission thereunder.
EXHIBIT LIST
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.
| Date: September 27, 2024 |
JX Luxventure Limited |
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By: |
/s/ Sun Lei |
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Sun Lei |
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Chief Executive Officer |
Exhibit 10.1
FORM OF CERTIFICATE OF DESIGNATION, PREFERENCES
AND RIGHTS
OF
SERIES E CONVERTIBLE PREFERRED STOCK
OF
JX Luxventure
Limited
(Pursuant to Section 35 of the Business Corporations
Act of the Marshall Islands)
JX Luxventure Limited,
a corporation organized and existing under the laws of the Republic of Marshall Islands (the “Corporation”), does hereby
certify:
That pursuant to the authority
conferred upon the Board of Directors of the Corporation (the “Board”), by the Amended and Restated Articles of Incorporation
of the Corporation (as amended and/or restated from time to time the “Articles of Incorporation”), the Board by
unanimous written consent dated August 26, 2024, in accordance with Section 35 of the Business Corporations Act of the Marshall Islands
(the “BCA”), duly adopted the following resolutions creating a new series of preferred stock, par value US$0.0001 per
share (“Preferred Stock”), designated as “Series E Convertible Preferred Stock”
RESOLVED: That pursuant
to the authority vested in the Board by the Articles of Incorporation and the provisions of Section 35(5) of the BCA, a series of Preferred
Stock of the Corporation be and hereby is created, and that the designations and number of shares of such series, and the voting and other
powers, preferences and relative, participating, optional or special rights and qualifications, limitations and restrictions, of such
series of Preferred Stock are as follows:
1. Designation
and Number; Defined Terms.
The shares of such series
of Preferred Stock shall be designated as “Series E Convertible Preferred Stock” (the “Series E Convertible Preferred
Stock”). The number of authorized shares of Series E Convertible Preferred Stock shall be 1,000,000 shares, US$0.0001 par value
per share. The initial stated value amount per share of the Series E Convertible Preferred Stock shall be US$3.00 per share (as it may
be adjusted from time-to-time, the “Stated Value”). The Series E Convertible Preferred Stock will be converted to shares
of Common Stock pursuant to a 1 to 10 ratio. For purposes of this Certificate of Designation, Preferences, Rights and Limitations
of Series ED Convertible Preferred Stock (the “Certificate of Designation”), the following definitions shall apply:
“Change of Control”
means any sale or transfers of all or substantially all of the consolidated assets of the Corporation and its Subsidiaries that results
in the inability of the holders of Common Stock (or other voting stock of the Corporation) immediately prior to such sale, transfer or
issuance to designate or elect a majority of the Board, any merger, consolidation, recapitalization or reorganization of the Corporation
with or into another entity (whether or not the Corporation is the surviving corporation) that results in that results in the transfer
of more than fifty percent (50%) of the outstanding voting power of the Corporation.
“Common Stock”
means the Corporation’s common stock, par value US$0.0001 per share.
“Common Stock Equivalents”
means any securities of the Corporation which would entitle the holder thereof to acquire at any time Common Stock, including without
limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable
for, or otherwise entitles the holder thereof to receive, Common Stock.
“Conversion Dates”
with respect to shares of Series E Convertible Preferred Stock means the dates on which such share is to be converted into Common Stock
pursuant to Section 5.
“Conversion Shares”
means, collectively, the shares of Common Stock issuable upon conversion of the shares of Series E Convertible Preferred Stock in accordance
with the terms hereof.
“Conversion Price”
means the Stated Value per share of a Series E Convertible Preferred Stock divided by 10, subject to adjustments as set forth in Section
6 herein.
“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Holder”
means a holder of Series E Convertible Preferred Stock.
“Issuance Date”
means the date on which all shares of Series E Convertible Preferred Stock are issued by the Corporation.
“Person” shall
mean any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, as well as any syndicate
or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.
“Principal Market”
means the Nasdaq Capital Market.
“Subsidiary” shall
mean any corporation, association, partnership, limited liability company or other business entity of which more than fifty percent (50%)
of the total voting power is, at the time, owned or controlled, directly or indirectly, by the Corporation or one or more of the other
Subsidiaries of the Corporation or a combination thereof.
“Trading Day”
means any day on which the Common Stock is traded on the Principal Market.
2. Rank
and Dividend Rights. Except as otherwise provided herein, the Series E Convertible Preferred Stock shall, with respect to rights
on liquidation, winding up and dissolution, rank pari passu to the Common Stock and any other classes of capital stock
of the Corporation. Holders shall have no dividend rights except as may be declared by the Board in its sole and absolute discretion,
out of funds legally available for that purpose. In the event that dividends are paid on any share of Common Stock, the Corporation shall
pay a dividend on all outstanding shares of Series E Convertible Preferred Stock in a per share amount equal (on an as-if-converted to
Common Stock basis) to the amount paid or set aside for each share of Common Stock.
3. Liquidation,
Dissolution, or Winding-Down. In the event of any dissolution, liquidation or winding up of the Corporation (a “Liquidation”),
whether voluntary or involuntary, the Holders shall be entitled to participate in any distribution out of the assets of the Corporation
on an equal basis per share with the holders of the Common Stock. For the purposes of such distribution, Holders shall be treated as if
all shares of Series E Convertible Preferred Stock had been converted to Common Stock immediately prior to the distribution. A Change
of Control transaction shall not be deemed to be a Liquidation for purposes of this Designation.
4. Voting
Rights.
(a) Voting Generally.
With respect to any and all matters presented to the stockholders of the Corporation for their action or consideration (whether at a
meeting of stockholders of the Corporation, by written action of stockholders in lieu of a meeting or otherwise), except as provided
by law or by the provisions of Section 4(b) below, each Holder shall be entitled to vote with the holders of outstanding shares
of Common Stock, voting together as a single class, as-if-converted to Common Stock on a one-for-one basis, without regard to the number
of shares into which each share of Series E Convertible Preferred Stock is convertible, pursuant to Section 5 herein as of the
record date for such vote or written consent or, if there is no specified record date, as of the date of such vote or written consent..
Each holder of outstanding Shares of Series E Convertible Preferred Stock shall be entitled to notice of all stockholder meetings (or
requests for written consent) in accordance with the Corporation’s bylaws.
b. Limitations
on Corporate Actions. Notwithstanding anything to the contrary in Section 4(a) above, as long as any shares of Series
E Convertible Preferred Stock are outstanding, the Corporation shall not, without the written consent or affirmative vote of the holders
of the then-outstanding shares of Series E Convertible Preferred Stock, consenting or voting (as the case may be) as a separate class
from the Common Stock, either directly or by amendment, merger, consolidation or otherwise:
(i) amend
its Articles of Incorporation in any manner that adversely affects the rights of the Holders;
(ii) alter
or change adversely the voting or other powers, preferences, rights, privileges, or restrictions of the Series E Convertible Preferred
Stock contained herein or alter or amend this Certificate of Designation; or
(iii) enter
into any agreement with respect to any of the foregoing.
5. Conversion.
a. Shares of Series E Convertible
Preferred Stock shall be converted at the option of the Holder thereof, in whole or in part, at the conversion rate of 1-for-10, without
the payment or any additional consideration by the Holder thereof, subject to the following schedule:
(i) each Holder may convert
up to 30% of the total outstanding shares of Series E Convertible Preferred Stock held by such Holder into the number of fully paid and
non-assessable shares of Common Stock resulting from multiplying the number of Series E Convertible Preferred Stock such Holder wants
to convert by 10 (based on the conversion rate of 1-for-10) at any time from the Date of the Issuance;
(ii) each Holder may convert
up to an additional 30% of the total outstanding shares of Series E Convertible Preferred Stock, calculated on the Date of the Issuance,
into the number of fully paid and non-assessable shares of Common Stock resulting from multiplying the number of Series E Convertible
Preferred Stock such Holder wants to convert by 10 at any time after ninety (90) days from the Date of the Issuance;
(iii) each Holder may convert
up to the remaining 40% of the total outstanding shares of Series E Convertible Preferred Stock, calculated on the date of their issuance,
into the number of fully paid and non-assessable shares of Common Stock resulting from multiplying the number of Series E Convertible
Preferred Stock such Holder wants to convert by 10 at any time after six (6) months from the Date of the Issuance.
(iv) If any shares of Series
E Convertible Preferred Stock issued on the Date of the Issuance remain not converted on or after March 14, 2025, the Company will have
the right, but not the obligations, to require the Holder of such shares of Series E Convertible Preferred Stock to convert such shares
into the number of fully paid and non-assessable shares of Common Stock as would result from multiplying the remaining number of Series
E Convertible Preferred Stock by 10.
b. Beneficial
Ownership Limitation. Notwithstanding anything to the contrary set forth in this Certificate of Designation, in no event shall the
Company convert any shares of the Series E Convertible Preferred Stock into shares of Common Stock if the number of shares of Common Stock
to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by the Holder at such time, would
result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder)
in excess of 9.99% of the then issued and outstanding shares of Common Stock (the “Beneficial Ownership Limitation”).
c. Notice
of Conversion. Subject to compliance with the provisions of this Section 5, a Holder shall effect a conversion by providing
the Corporation with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”). Each
Notice of Conversion shall specify the number of shares of Series E Convertible Preferred Stock to be converted, the number of shares
of Series E Convertible Preferred Stock owned prior to the conversion at issue, the number of shares of Series E Convertible Preferred
Stock owned subsequent to the conversion at issue and the Conversion Date on which such conversion is to be effected, which date may not
be less than two Trading Days prior to the date the Holder delivers such Notice of Conversion to the Corporation. If no Conversion
Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is
deemed delivered hereunder. To effect conversions of shares of Series E Convertible Preferred Stock, a Holder shall not be
required to surrender the certificate(s) representing such shares of Series E Convertible Preferred Stock to the Corporation unless all
of the shares of Series E Convertible Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the
certificate representing such shares of Series E Convertible Preferred Stock with the Notice of Conversion.
c. Limitation
on the Conversion Subject to the Compliance with the Nasdaq Listing Rules. Notwithstanding anything to the contrary set forth
in this Certificate of Designations, and in addition to the limitation on conversion set forth in Section 5(b) above, prior to
the completing the conversion in accordance with the schedule set forth in Section 5(a) above, the Corporation shall be required to obtain
the affirmative vote from the holders of not less than fifty (50%) of the outstanding shares of Common Stock, together with the Holders,
voting together as a single class on the one-for-one basis (the “Shareholder Approval”) required by the listing rules
of the Principal Market, provided further that if such conversion will result in the issuance of the number of shares of
Common Stock equal to ten (10%) or more of the then issued and outstanding shares of Common Stock, such conversion shall be effected no
earlier than fifteen calendar days after the date of the submission of a Listing of Additional Shares Form in compliance with the requirements
of the Principal Market, and subject to any other applicable laws.
d. Fractional
Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series E Convertible Preferred Stock. If
applicable, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Corporation shall, in its sole discretion,
either pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the
Board, or round-up to the next whole number of shares. Whether or not fractional shares would be issuable upon such conversion
shall be determined on the basis of the total number of shares of Series E Convertible Preferred Stock the Holder is at the time converting
into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.
e. Mechanics
of Conversion. Subject to compliance with limitations set forth in Sections 5(b) and 5(c), no later than ten (10) Trading
Days after each Conversion Date (the “Share Delivery Date”), the Corporation shall issue, or cause to be issued, to
all Holders the number of shares of Common Stock being acquired upon the conversion of shares of Series E, Convertible Preferred Stock,
in accordance with Schedule 5(a) above, in either (i) uncertificated book-entry form on the stock ledger of the Corporation or (ii)
a stock certificate evidencing the shares of Common Stock, and shall send to the registered holder of such shares of Common Stock any
notice or statement required by the applicable laws or said certificate. All shares of Series E Convertible Preferred Stock which shall
have been converted as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately
cease and terminate at the Share Delivery Date, except only the right of the holders thereof to receive shares of Common Stock in exchange
therefor as provided herein, and, if applicable, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion
as provided herein.
g. Reservation
of Shares Issuable upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized
and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series E Convertible Preferred Stock, free
from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate
number of shares of the Common Stock as shall be issuable upon the conversion of all outstanding shares of Series E Convertible Preferred
Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue in accordance
with the terms herein, be duly authorized, validly issued, fully paid and nonassessable.
6. Certain
Adjustments.
a. Subdivision
or Combination of Stock. If, at any time while the Series E Convertible Preferred Stock is outstanding, the Corporation shall subdivide
(whether by way of stock dividend, stock split or otherwise) its outstanding shares of Common Stock into a greater number of shares, the
Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the outstanding
shares of Common Stock of the Corporation shall be combined (whether by way of stock combination, reverse stock split or otherwise) into
a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased. The
Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described
in Section 6(a).
b. Dividends
in Stock, Property, Reclassification. If, at any time while the Series E Convertible Preferred Stock is outstanding, the holders of
Common Stock (or any shares of stock or other securities at the time receivable upon the conversion of the Series E Convertible Preferred
Stock) shall have received or become entitled to receive, without payment therefore:
(i) any
Common Stock Equivalents, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend
or other distribution, or
(ii) additional
stock or other securities or property by way of spin-off, split-up, reclassification, combination of shares or similar corporate rearrangement
(other than shares of Common Stock issued as a stock split or adjustments in respect of which shall be covered by the terms of Section
6(a) above),
then and in each such case, the Series E Conversion
Price shall be adjusted proportionately, and the Holder hereof shall, upon the conversion of the Series E Convertible Preferred Stock,
be entitled to receive, in addition to the number of shares of Common Stock receivable thereupon, and without payment of any additional
consideration therefor, the amount of stock and other securities and property that such Holder would hold on the date of such exercise
had such Holder been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled
to receive such shares or all other additional stock and other securities and property. The Series E Conversion Price, as so adjusted,
shall be readjusted in the same manner upon the happening of any successive event or events described in this Section 6(b).
c. Change
of Control At any time while the Series E Convertible Preferred Stock is outstanding, if any Change of Control shall be effected,
then lawful and adequate provisions shall be made by the Corporation whereby the Holders shall thereafter have the right to receive (in
lieu of the shares of the Common Stock of the Corporation immediately theretofore receivable upon the conversion of the Series E Convertible
Preferred Stock) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange
for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable
and receivable assuming the full conversion of the Series E Convertible Preferred Stock. In the event of the Change of Control, appropriate
provision shall be made by the Corporation with respect to the rights and interests of the Holders to the end that the provisions hereof
shall thereafter be applicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the conversion thereof.
7. Status
of Series E Convertible Preferred Stock Converted or Reacquired. Shares of Series E Convertible Preferred Stock converted into
Common Stock or reacquired by the Corporation in any manner, including shares purchased or redeemed, shall (upon compliance with any applicable
provisions of the laws of Marshall Islands) have the status of authorized and unissued shares of the class of Preferred Stock undesignated
as to series, and may be redesignated and reissued as part of any series of the preferred stock.
[SIGNATURE PAGE FOLLOWS.]
IN WITNESS WHEREOF, this Certificate
of Designation, Preferences and Rights of Series E Convertible Preferred Stock has been executed by a duly authorized officer of the Corporation
on this ______ day of September, 2024.
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JX LUXVENTURE LIMITED |
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By: |
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Name: |
Sun Lei |
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Title: |
Chief Executive Officer |
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