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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 21, 2021

 

TAKUNG ART CO., LTD

(Exact name of registrant as specified in its charter)

 

Delaware   001-38036   26-4731758

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

Room 709 Tower 2 , Admiralty Centre, 18 Harcourt Road , Admiralty, Hong Kong

(Address of Principal Executive Offices)

 

Registrant’s telephone number: +852 3158 0977

 

________________________________________________

(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))

 

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 $0.001 per share

 

TKAT

 

NYSE American

 

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. ¨

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

As previously disclosed, on May 28, 2021, Takung Art Co., Ltd, a Delaware corporation (the “Company”) and Cultural Objects Provenance Holdings Limited, a British Virgin Islands company with a subsidiary engaged in the operation of an NFT platform related to collectibles (“Cultural Objects”), entered into a securities purchase agreement (the “SPA”), pursuant to which the Company shall invest in Cultural Objects through paying certain purchase price (the “Original Purchase Price”) that consists of cash and the Company’s shares of common stock, par value $0.001 per share (the “Common Stock”).

 

On August 21, 2021, the Company and Cultural Objects entered into an amendment to the SPA (the “Amendment”), pursuant to which the Original Purchase Price was amended to be (i) $500,000 in cash and the issuance by the Company to Cultural Objects of 771,040 restricted shares of the Common Stock in exchange for 54,100 common shares of Cultural Objects, and (ii) subject to the satisfaction of the conditions listed in the SPA, 787,440 unvested restricted shares of Common Stock in exchange for 32,460 unvested common shares of Cultural Objects.

 

Item 2.01 Completion of Acquisition or Disposition of Assets

 

The disclosure under Item 1.01 of this report is incorporated by reference herein. On September 15, 2021, all the closing conditions are satisfied and the transaction contemplated under the SPA and the Amendment was closed.

 

The foregoing description of the principal terms of the Amendment is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the terms of the Amendment attached hereto as Exhibits 10.1, which is incorporated herein by this reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

  

Exhibit No.   Description
10.1   Amendment to the Securities Purchase Agreement, dated August 21, 2021, by and between Takung Art Co., Ltd and Cultural Objects Provenance Holdings Limited
     
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

  

  Takung Art Co., Ltd
   
Date: September 15, 2021  
   
  /s/ Tracy Chui-Kam Ng
  Name: Tracy Chui-Kam Ng
  Title: Chief Financial Officer

 

 

Exhibit 10.1 

 

 

AMENDMENT TO

SECURITIES PURCHASE AGREEMENT

 

THIS AMENDMENT (the “Amendment”), dated as of August 21, 2021, to the Securities Purchase Agreement dated as of May 28, 2021 (the “SPA”), is made by and between Cultural Objects Provenance Holdings Limited, a company incorporated under the laws of the British Virgin Islands (the “Company”), and Takung Art Co., Ltd., a Delaware corporation (the “Investor”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the SPA.

 

Recitals

 

Whereas, on May 28, 2021, the Company and the Investor entered into the SPA, pursuant to which the Investor agreed to invest in the Company through paying a purchase price (the “Old Purchase Price”), consisting of (i) $500,000 in cash and the issuance by the Investor to the Company of 282,000 restricted shares of the common stock of the Investor, par value $0.001 per share (the “Common Stock”) in exchange for 54,100 common shares of the Company, and (ii) subject to the satisfaction of the conditions listed in the SPA (the “Vesting Conditions”), 290,000 unvested restricted shares of Common Stock in exchange for 32,460 unvested common shares of the Company;

 

Whereas, the closing price of the Common Stock has dropped from $17.71 as of May 27, 2021 to $6.17 as of August 13, 2021;

 

Whereas, in order to reflect the change in the trading price of the Common Stock, the Company has requested to change the Old Purchase Price to consist of (i) $500,000 in cash and the issuance by the Investor to the Company of 771,040 restricted shares of the Common Stock in exchange for 54,100 common shares of the Company, and (ii) subject to the satisfaction of the conditions listed in the SPA, 787,440 unvested restricted shares of Common Stock in exchange for 32,460 unvested common shares of the Company;

 

Agreement

 

Now, Therefore, in consideration of the foregoing premises and the mutual covenants and conditions set forth below, and in reliance on the recitals set forth above, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Amendment hereby agree as follows:

 

1. Section 1.1 of the SPA is hereby deleted in its entirety and replaced with the following:

 

“Purchase and Sale. At the Closing, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company: (1) 54,100 shares of Cultural Shares (the “Vested Company Shares”), for a purchase price consisting of $500,000 in cash and the issuance by the Investor to the Company of 771,040 restricted shares of the common stock (the “Vested Investor Shares”), par value $0.001 per share, of the Investor (the “Investor Common Stock”); (2) subject to the satisfaction of the conditions thereto, including, without limitation, (x) the completion by the Company, to the satisfaction of the Investor, of a NFT platform for primary market sales and (y) the launch of a physical exhibition / show with sales of collectibles utilizing the Company’s authentication technology to the satisfaction of the Investor (“(x)” and “(y)” collectively, the “Vesting Conditions”), the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, 32,460 shares of unvested Cultural Shares, subject to the Vesting Conditions (the “Company Make Good Shares”), for a purchase price consisting of the issuance by the Investor to the Company of 787,440 restricted shares of unvested Investor Common Stock, subject to the Vesting Conditions (the “Investor Make Good Shares,” together with the Company Make Good Shares, the “Make Good Shares”).”

 

 

 

 

2. Section 1.2 of the SPA is hereby deleted in its entirety and replaced with the following:

 

“Purchase Price. The aggregate purchase price for the Shares being purchased by the Investor pursuant to Section ‎1.1 is $10,630,120 (the “Purchase Price”). The portion of the Purchase Price to be paid at the Closing shall be paid by (x) the payment by the Investor to the Company of $500,000 in cash paid by wire transfer of immediately available funds and (y) the issuance by the Investor to the Company of 771,040 Vested Investor Shares, and 787,440 Make Good Investor Shares.” 

 

3. Section 1.3 of the SPA is hereby deleted in its entirety and replaced with the following:

  

“Closing. The Closing will take place at the offices of Pryor Cashman LLP, 7 Times Square, New York, N.Y. 10036, or at such other place as the Investor and the Company shall mutually agree, either orally or in writing, at 10:00 A.M. local time, on the Closing Date. At the Closing, the Investor shall pay the cash portion of the Purchase Price required to be paid by it at such Closing by wire transfer of immediately available funds to the account set forth on Exhibit A, and the Investor shall also issue to the Company the number of shares of the Vested Investor Shares required to be issued by it to the Company at such Closing (which issuance shall be evidenced by a book entry statement by the Investor’s transfer agent). Simultaneously, the Company shall issue to the Investor the number of the Vested Company Shares being purchased by the Investor at such Closing, free and clear of all Liens, by delivering to the Investor a certificate, registered in the name of the Investor or any designee thereof, evidencing the Vested Company Shares purchased at such Closing. At the Closing, the Company shall issue to the Investor 32,460 share of the Company Make Good Shares and the Investor shall issue to the Company 787,440 shares of the Investor Make Good Shares , the vesting of each are subject to the Vesting Conditions. At each Closing, there shall also be delivered to the Company and the Investor the certificates and other documents and instruments to be delivered under Article VI. ”

 

4. Except as specifically amended by this Amendment, the terms and conditions of the SPA shall remain unchanged and in full force and effect. This Amendment shall become effective when executed and delivered by the Company and the Investor.

 

 

 

 

5. This Amendment may be executed in one or more counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument. This Amendment may be executed and delivered by facsimile and the parties hereto agree that such facsimile execution and delivery shall have the same force and effect as delivery of an original document with original signatures, and that each party hereto may use such facsimile signatures as evidence of the execution and delivery of this Amendment by all parties hereto to the same extent that an original signature could be used.

 

[Remainder of page intentionally left blank]

 

 

 

 

In Witness Whereof, each of the parties hereto has caused this Amendment No. 1 to SPA to be executed and delivered by its duly authorized officer on the date first set forth above.

  

  OBJECTS PROVENANCE HOLDINGS LIMITD
     
  By: /s/Angus Ho
    Name: Angus Ho
    Title: Director
     
     
  TAKUNG ART CO., LTD.
     
  By: /s/ Tracy Chui-Kam Ng
    Name: Tracy Chui-Kam Ng
    Title: Chief Financial Officer