UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)  

April 8, 2014 

 

ARMCO METALS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

001-34631

26-0491904

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

One Waters Park Drive, Suite 98, San Mateo, CA

94403

(Address of principal executive offices)

(Zip Code)

 

Registrant's telephone number, including area code

(650) 212-7630

 

not applicable

(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))

 

 

 

 

Item 3.02          Unregistered Sales of Equity Securities.

 

Between April 8, 2014 and April 8, 2014 the holders of an aggregate of $5,554,467 principal amount of our convertible notes issued in January 2014 and February 2014 converted the principal and accrued unpaid interest due under those notes into an aggregate of 17,521,978 shares of our common stock. The issuances were exempt from registration under the Securities Act of 1933, as amended, in reliance on exemptions provided by Section 3(a)(9) of that act.

 

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.

 

  

ARMCO METALS HOLDINGS, INC.

  

  

Date: April 11 , 2014

By: /s/ Kexuan Yao

  

Kexuan Yao, CEO and Chairman of the Board 

 

 

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