Current Report Filing (8-k)
December 28 2018 - 11:58AM
Edgar (US Regulatory)
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):
December
24, 2018
QHY GROUP
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(Exact name of registrant as specified in its charter)
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(Former name of registrant)
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Nevada
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000-55933
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33-1176182
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1501 Broadway, Suite 1515
New York, New York
10036
(Address of principal executive offices)
(Zip Code)
+1-212 324 1876
Registrant’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 registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 1.01 Entry into a Material Definitive Agreement.
On
December 24, 2018, QHY Group (the “Company”) entered into Securities Purchase Agreements with seven accredited
investors for the sale of 6,655,750 shares of the Company’s common stock for aggregate consideration of $2,196,500. Of
the shares to be sold, 5,972,582 are to be issued to six investors for $1,851,500 and the remaining 683,168 shares are to be
sold to a single investor for $345,000.
The Securities Purchase
Agreements grant each of the Investors a right of first refusal with respect to any proposed sale by the Company of its equities
securities or any securities exercisable for or convertible into equity securities during a period ending on the first annual anniversary
of the closing date, subject to extension upon terms set forth in the Securities Purchase Agreements.
Item 3.02 Sale of
Unregistered Equity Securities.
On
December 28, 2018, pursuant to the Securities Purchase Agreements referred to above, QHY Group sold a total of 6,655,750
shares to seven investors for aggregate consideration of $2,196,500. Of the shares sold, 5,972,582 were issued to six
investors for $1,851,500 and the remaining 683,168 shares were sold to a single investor for $345,000.
The
6,655,750 shares of common stock were issued pursuant to an exemption from the registration requirements of the Securities Act
of 1933, as amended, as the offering and sale were conducted in accordance with Regulation S. Each of the investors is a resident
of the People’s Republic of China, no selling efforts were conducted in the United States and the certificates representing
the shares were endorsed with a customary restrictive Securities Act legend.
Item
7.01 Regulation FD Disclosure
On
December 28, 2018, the Company issued a press release announcing that it had completed a private placement of its common stock
in which it sold an aggregate of 6,655,750 shares for $2,196,500. A copy of the press release is filed as Exhibit 99.1 to this
report.
The
information in this Item 7.01 and Exhibit 99.1 shall not be deemed as “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such Section, nor shall it be
deemed incorporated by reference in any filing by us under the Securities Act of 1933, as amended, or the Exchange Act, regardless
of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits.
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.
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QHY GROUP
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December 28, 2018
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By:
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/s/ Mao Xu
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Mao Xu
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President, Chief Executive Officer
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(principal executive and financial officer)
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2
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