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8-K Form - Current report, items 2.01 and 3.02 - NF Energy Saving Corp (0001213660) (Filer)

8-K1f8k100719_nfenergy.htmFORM 8-K

 

 

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

 

October 7, 2019

Date of Report

(Date of earliest event reported)

 

NF ENERGY SAVING CORPORATION

(Exact name of registrant as specified in itscharter)

 

Delaware   000-50155   02-0563302
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

  (IRS Employer
Identification No.)

 

390 Qingnian Avenue, Heping District

Shenyang, P.R. China 110015

(Address of principal executive offices and zip code)

 

(8624) 8563-1159
(Registrant’s telephone number, including area code)

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form8-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))

 

Indicate by check mark whether the registrantis an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting 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
Common stock, $0.001 par value   BIMI   NASDAQ Stock Market

 

 

 

 

 

 

 

 

Section 2 – Financial Information

 

Item 2.01.Completion of Acquisition or Disposition of Assets.

 

As previously disclosed, on April 11,2019, the Registrant entered into a stock purchase agreement (the “Agreement”) with Lasting Wisdom HoldingsLimited, a company organized under the laws of the British Virgin Islands, PUKUNG LIMITED, a company organized under the laws ofHong Kong, Beijing Xin Rong Xin Industrial Development Co., Ltd., a company organized under the laws of the PRC, Boqi Zhengji PharmacyChain Co., Ltd. a company organized under the laws of the PRC (“BOQI”) and several additional individual sellerslisted in the Agreement.

 

The aggregate purchase price for the shares of BOQI (or BOQI’sparent) consists of a cash consideration of RMB 40,000,000 and up to 1,500,000 shares of common stock of the Registrant.

 

The Registrant previously issued 500,000 shares of its common stockin accordance with the Agreement. On October 7, 2019, the Registrant issued an additional 1,000,000 shares to Yu Zhang in accordancewith the Agreement, as part of the post-closing consideration.

 

The foregoing description is qualified in its entirety by referenceto the full text of the Agreement, which has  been filed as Exhibit 4.1 to the Registrant’s Current Reporton Form 8-K dated April 19, 2019 and is incorporated in this Report by reference.

 

Item 3.02 Unregistered Sale of Equity Securities.

 

The information required to be reported underthis Item is incorporated by reference to Item 2.01 of this Current Report on Form 8-K.

 

 

 

  

SIGNATURE

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersignedthereunto duly authorized.

 

Date: October 11, 2019 NF ENERGY SAVING CORPORATION.
  (Registrant)
     
  By:   /s/ Tiewei Song
    Tiewei Song
    Chief Executive Officer