UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the month of June 2021

 

Commission File Number: 001-34999

 

OSSEN INNOVATION CO., LTD.

(Translation of registrant’s name into English)

 

 

 

518 SHANGCHENG ROAD, FLOOR 17

SHANGHAI, CHINA 200120

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F x Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1   Press Release – Ossen Innovation Enters into Amendment No. 1 to Merger Agreement for Going Private Transaction
99.2   Amendment to the Agreement and Plan of Merger dated June 16, 2021

 

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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, thereunto duly authorized.

 

  OSSEN INNOVATION CO., LTD.
     
  By: /s/ Junhong Li
  Name: Junhong Li
  Title: Director

 

Date: June 16, 2021

 

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Exhibit 99.1

 

Ossen Innovation Enters into Amendment No. 1 to Merger Agreement for Going Private Transaction

 

SHANGHAI, June 16, 2021 /PRNewswire/ – Ossen Innovation Co., Ltd. (the “Company”) (Nasdaq: OSN), a China-based manufacturer of an array of plain surface, rare earth and zinc coated pre-stressed steel materials, today announced that it has entered into an Amendment to the Agreement and Plan of Merger dated June 16, 2021 (“Amendment No. 1”) to amend its previously announced Agreement and Plan of Merger, dated as of December 17, 2020 (the “Merger Agreement”), by and among the Company, New Ossen Group Limited (“Parent”) and New Ossen Innovation Limited (“Merger Sub”).

 

The Merger Agreement provides that either the Company or Parent may terminate the Merger Agreement if the effective time of the merger has not occurred on or before June 17, 2021 (the “Termination Date”). Pursuant to Amendment No. 1, the parties have agreed to extend the Termination Date by three (3) months to September 17, 2021.

 

The Company’s board of directors (the “Board”), acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board, approved the Amendment No. 1 to extend the Termination Date.

 

About Ossen Innovation Co., Ltd.

 

Ossen Innovation Co., Ltd. manufactures and sells a wide variety of plain surface pre-stressed steel materials and rare earth coated and zinc coated pre-stressed steel materials. The Company's products are mainly used in the construction of bridges, as well as in highways and other infrastructure projects. Ossen has two manufacturing facilities located in Ma'anshan, Anhui Province, and Jiujiang, Jiangxi Province.

 

Safe Harbor Statements

 

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including risks outlined in the Company's public filings with the Securities and Exchange Commission, including the Company's annual report on Form 20-F. All information provided in this press release is as of the date hereof. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

For more information, please contact:

 

Wei Hua, Chief Executive Officer

Email: int.tr@ossengroup.com

Phone: +86-21-6888-8886

Web: www.osseninnovation.com

 

Investor Relations

GIC IR

Phone: +1-347-393-4230

Email: info@goldenir.com

 

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Exhibit 99.2

 

AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER

 

This AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER, dated as of June 16, 2021 (this “Amendment”), is made by and among New Ossen Group Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), New Ossen Innovation Limited, a company with limited liability incorporated under the laws of the British Virgin Islands and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Ossen Innovation Co., Ltd, a company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”).

 

WHEREAS, on December 17, 2020, Parent, Merger Sub and the Company entered into that certain Agreement and Plan of Merger (the “Agreement”); and

 

WHEREAS, Parent, Merger Sub and the Company desire to enter into this Amendment, which shall amend the Agreement in accordance with the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent, Merger Sub and the Company hereby agree as follows:

 

1.             Section 8.02(a) of the Agreement shall be amended and replaced in its entirety by the following:

 

“the Effective Time shall not have occurred on or before September 17, 2021 (the “Termination Date”); or”

 

2.             This Amendment shall be deemed incorporated into, and form a part of, the Agreement and have the same legal validity and effect as the Agreement. Except as expressly amended hereby, all terms and provisions of the Agreement are and shall remain in full force and effect, and all references to the Agreement shall hereafter refer to the Agreement as amended by this Amendment, and as it may hereafter be further amended or restated.

 

3.             Section 9.09 (Governing Law; Dispute Resolution) and Section 9.13 (Counterparts) of the Agreement is hereby incorporated herein mutatis mutandis.

 

[Remainder of Page Left Blank Intentionally]

 

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IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Amendment to be executed as of the date first written above by their respective directors or officers thereunto duly authorized.

 

  Ossen Innovation Co., Ltd.
     
     
  By:  
  Name: Wei Hua
  Title: Director
     
     
  New Ossen Group Limited
     
     
  By:  
  Name: Tang Liang
  Title: Director
     
     
  New Ossen Innovation Limited
     
     
  By:  
  Name: Tang Liang
  Title: Director

 

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