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): August 11, 2020
Code Chain New Continent Limited
(Exact name of Company as specified in charter)
| Nevada | 001-37513 | 47-3709051 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) | (IRS Employer Identification No.) | ||
|
180 Qingnian West Road Hongqiao Building West, 4th Floor Nantong, Jinagsu, China 226001 | ||||
(Address of Principal Executive Offices) (Zip code)
+86-0513-8912-3630
(Company’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 Company 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 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. ☐
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, par value $0.0001 | CCNC | Nasdaq Capital Market |
| Item 3.02 | Unregistered Sales of Equity Securities |
As previously disclosed on the current report on Form 8-K filed by Code Chain New Continent Limited (the “Company”) with the U.S. Securities Exchange Commission on May 1, 2020, the Company entered into securities purchase agreements (“SPAs”) with 11 “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). On August 11, 2020, pursuant to the SPAs, the Company issued 1,674,438 shares of its common stock (the “Shares”), par value $0.0001 per share, at a per share purchase price of $1.50. The gross proceeds to the Company from this private placement were approximately $2.51 million. The Shares issued in the private placement are exempt from the registration requirements of the Securities Act, pursuant to Regulation S promulgated thereunder.
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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.
| CODE CHAIN NEW CONTINENT LIMITED | ||
| Date: August 12, 2020 | By: | /s/ Yimin Jin |
| Name: | Yimin Jin | |
| Title: | Chief Executive Officer | |
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