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): October 21, 2019

 

KINGOLD JEWELRY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-15819 13-3883101 
(State or other jurisdiction of
incorporation) 		(Commission File Number) (I.R.S. Employer Identification No.)

 

 

15 Huangpu Science and Technology Park

Jiang’an District

Wuhan, Hubei Province, PRC

430023
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (011) 86 27 65660703

 

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))

  

Indicate by check mark whether the registrant is an emerging growth company as defined in 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, $0.001 par value   KGJI   The NASDAQ Capital Market

 

 

 

 

 

Item 3.03. Material Modification to Rights of Security Holders.

 

As previously disclosed, the Board of Directors and a majority of the shareholders of Kingold Jewelry, Inc. (the “Registrant” or “Company”), approved on September 26, 2019 and October 7, 2019, respectively, a 1-for-6 reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”).

 

Reason for the Reverse Stock Split

 

The Reverse Stock Split was effected solely to enable the Company to expeditiously meet the NASDAQ continued listing standards relating to the minimum bid price (which the Company was previously advised it was in non-compliance with) and to reduce the risk of the Company being automatically delisted from the NASDAQ Capital Market due to the closing bid price of its common stock falling below $1.00 per share for 30 consecutive business days, which typically triggers the NASDAQ to begin delisting procedures regarding a listed company’s securities.

 

Effects of the Reverse Stock Split

 

Effective Date; Symbol; CUSIP Number. The Reverse Stock Split became effective on October 21, 2019, and will be reflected with the NASDAQ Capital Market and in the marketplace at the open of business on October 22, 2019 (the “Effective Date”), whereupon the shares of common stock begin trading on a split-adjusted basis. In connection with the Reverse Stock Split, the Company’s shares of common stock continue to trade on the NASDAQ Capital Market under the symbol “KGJI” but trade under a new CUSIP Number, 49579A 303.

 

Split Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Company’s common stock held by each shareholder were converted automatically into the number of whole shares of common stock equal to (i) the number of issued and outstanding shares of common stock held by such shareholder immediately prior to the Reverse Stock Split, divided by (ii) 6.

 

No fractional shares were issued, and no cash or other consideration has been paid. Instead, the Company has issued one whole share of the post-Reverse Stock Split common stock to any shareholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.

 

Non-Certificated Shares; Certificated Shares. Stockholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.

 

Stockholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each requesting shareholder.

 

Issuer Direct Corporation

Glenwood Ave. Suite 1001
Raleigh, N.C. 27603

Tel: +1.919.481.4000

Fax: +1.919.481.6222

 

Please contact Issuer Direct for further information, related costs and procedures before sending any certificates.

 

State Filing. The Reverse Stock Split was effected by the Company filing a Certificate of Amendment (the “Certificate”) pursuant to the Delaware General Corporation Law with the Secretary of State of the State of Delaware on October 21, 2019. A copy of the Certificate is attached hereto as Exhibit 3.1 and incorporated herein by reference.

  

 

 

 

Capitalization. As of October 21, 2019 (immediately prior to the Effective Date), there were 66,113,502 shares of common stock outstanding. As a result of the Reverse Stock Split, there are approximately 11,018,917 shares of common stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Stock Split will not have any effect on the stated par value of the common stock.

 

Each shareholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result of the Reverse Stock Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of common stock will be substantially unaffected by the Reverse Stock Split.

 

All options, warrants and convertible securities of the Company outstanding immediately prior to the Reverse Stock Split (to the extent they don’t provide otherwise) will be appropriately adjusted by dividing the number of shares of common stock into which the options, warrants and convertible securities are exercisable or convertible by 6 and multiplying the exercise or conversion price thereof by 6, as a result of the Reverse Stock Split.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The information required by this Item 5.03 is set forth in Item 3.03 above, which information is incorporated herein by reference.

 

Item 8.01. Other Information.

 

On October 21, 2019, the Company issued a press release announcing the effectiveness of the 1-for-6 reverse stock split of the Company’s issued, outstanding and authorized common stock. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated in this Item 8.01 by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits. 

 

Exhibit
Number 		  Description of Exhibit
3.1*   Certificate of Amendment as filed by Kingold Jewelry, Inc. with the Secretary of State of the State of Delaware on October 21, 2019
99.1**   Press Release Dated October 21, 2019

 

* Filed herewith.
** Furnished herewith.

 

 

 

 

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. 

 

  KINGOLD JEWELRY, INC.
   
  By:  /s/ Bin Liu
  Name: Bin Liu
  Title: Chief Financial Officer
Date: October 21, 2019    

 

 

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

KINGOLD JEWELRY, INC.

____________________________________

 

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Kingold Jewelry, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

 

1.           The name of the Corporation is KINGOLD JEWELRY, INC.

 

2.       This Certificate of Amendment amends the provisions of the Corporation’s Certificate of Incorporation filed with the Secretary of State of the State of Delaware (the “Certificate of Incorporation”).

 

3.           Article 4.1 of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:

 

“Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each six (6) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. The Reverse Stock Split shall not increase or decrease any amount of stated capital or paid-in surplus of the Corporation, provided that any fractional share that would otherwise be issuable as a result of the Reverse Stock Split shall be rounded up to the nearest whole share of Common Stock. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the rounding of fractional share interests as described above.”

 

4.           This amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

 

5.       All other provisions of the Certificate of Incorporation shall remain in full force and effect.

 

6.       This Certificate of Amendment, and the amendment effected hereby, shall become effective upon filing with the Secretary of State of the State of Delaware.

 

 

 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its duly authorized officer this 21st day of October, 2019.

 

  Kingold Jewelry, Inc.  
       
       
  By:   /s/ Jia Zhihong  
    Authorized Officer  
  Name: Jia Zhihong
  Title: Chairman and Chief Executive Officer

  

 

 

Exhibit 99.1

 

 

 

Kingold Jewelry Announces 1:6 Reverse Stock Split of Common Stock

 

Provides Greater Flexibility for Future Operating Initiatives;

Enables Company to Meet NASDAQ Continued Listing Standards

 

WUHAN CITY, China, October __, 2019 - Kingold Jewelry, Inc. ("Kingold" or the "Company") (NASDAQ: KGJI), one of China's leading manufacturers and designers of high quality 24-karat gold jewelry, ornaments and investment-oriented products, today announced, the Board of Directors and a majority of the shareholders of Kingold, approved on September 26, 2019 and October 7, 2019, respectively, a 1-for-6 reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”).

 

As of October 21, 2019 (immediately prior to the Effective Date), there were 66,113,502 shares of common stock outstanding. As a result of the Reverse Stock Split, there are approximately 11,018,917 shares of common stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Stock Split will not have any effect on the stated par value of the common stock. The Company has included additional detail in regards to the Reverse Stock Split in a Form 8-K filed with the Securities and Exchange Commission at www.sec.gov.

 

Reason for the Reverse Stock Split

The Reverse Stock Split was effected solely to enable the Company to expeditiously meet the NASDAQ continued listing standards relating to the minimum bid price (which the Company was previously advised it was in non-compliance with) and to reduce the risk of the Company being automatically delisted from the NASDAQ Capital Market due to the closing bid price of its common stock falling below $1.00 per share for 30 consecutive business days, which typically triggers the NASDAQ to begin delisting procedures regarding a listed company’s securities.

 

About Kingold Jewelry, Inc.

Kingold Jewelry, Inc. (NASDAQ: KGJI), centrally located in Wuhan City, one of China's largest cities, was founded in 2002 and today is one of China's leading designers and manufacturers of 24-karat gold jewelry, ornaments, and investment-oriented products. The Company sells both directly to retailers as well as through major distributors across China. Kingold has received numerous industry awards and has been a member of the Shanghai Gold Exchange since 2003. For more information, please visit www.kingoldjewelry.com.

 

Business Risks and Forward-Looking Statements

This press release contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. You can identify these forward - looking statements by words such as “expects,” “believe,” “project,” “anticipate,” or similar expressions. The forward-looking statements in this release include statements regarding Kingold’s outlook with respect to its 2019 outlook for gold processing. Readers are cautioned that actual results could differ materially from those expressed in any forward-looking statements. Forward-looking statements are subject to a number of risks, including those contained in Kingold's SEC filings available at www.sec.gov, including Kingold's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. Kingold undertakes no obligation to update or revise any forward-looking statements for any reason.

 

Company Contact Investor Relations Counsel:
Kingold Jewelry, Inc. The Equity Group Inc.
Bin Liu, CFO Adam Prior (in US)
Phone: +1-847-660-3498 (US) / +86-27-6569-4977 (China) Phone: +212 836-9606
bl@kingoldjewelry.com aprior@equityny.com
   
  Lucy Ma (in China)
  Phone: 86-10 5661 7012
  lma@equityny.com