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 October 2022

 

Commission file number: 001-39978

 

CN ENERGY GROUP. INC. 

 

Building 2-B, Room 206, No. 268 Shiniu Road

Liandu District, Lishui City, Zhejiang Province

The People’s Republic of China 

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of 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): ¨

 

 

 

 

 

Entry into Material Definitive Agreements

 

On September 27, 2022, CN Energy Group. Inc. (the “Company”) entered into a series of subscription agreements (collectively, the “Subscription Agreements”) with fifteen purchasers, each an unrelated third party to the Company (collectively, the “Purchasers”). Pursuant to the Subscription Agreements, the Purchasers agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Purchasers, an aggregate of 10,514,018 Class A ordinary shares of the Company, no par value (the “Shares”), at a purchase price of $1.712 per share, and for an aggregate purchase price of $18,000,000 (the “Offering”). The Shares were offered under the Company’s registration statement on Form F-3 (File No. 333-264579), initially filed with the U.S. Securities and Exchange Commission on April 29, 2022 and declared effective on June 13, 2022 (the “Registration Statement”). A prospectus supplement to the Registration Statement in connection with this Offering was filed with the U.S. Securities and Exchange Commission on October 3, 2022. The Subscription Agreements, the transactions contemplated thereby, and the issuance of the Shares have been approved by the Company’s board of directors.

 

The Company expects to receive gross proceeds of approximately $18,000,000 from the issuance and sale of the Shares and expects the settlement thereof to occur in accordance with the terms of the Subscription Agreements. The closing of the transactions contemplated by the Subscription Agreements shall take place on the respective dates mutually agreed by the Company and the Purchasers.

 

The foregoing description of the Subscription Agreements is qualified in its entirety by reference to the full text of the Form of Subscription Agreement, which is filed as Exhibit 10.1 to this Form 6-K and is incorporated herein by reference.

 

This current report on form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-264579).

 

1

 

 

EXHIBIT INDEX

 

Number   Description of Exhibit
10.1   Form of Subscription Agreement

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  CN Energy Group. Inc.
   
 Date: October 3, 2022 By: /s/ Kangbin Zheng
  Name: Kangbin Zheng
  Title: Chief Executive Officer

 

 

 

 

Exhibit 10.1

 

Subscription Agreement

 

This subscription agreement (this “Subscription”) is dated _____, 2022, by and between the investor identified on the signature page hereto (the “Investor”) and CN Energy Group. Inc., a British Virgin Islands company (the “Company”). The parties agree as follows:

 

1.       Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of the Company’s Class A ordinary shares, no par value (the “Shares”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a currently effective shelf registration statement on Form F-3, as amended (Registration No. 333-264579) (the “Registration Statement”). The Registration Statement was declared effective by the Securities and Exchange Commission (the “Commission”) on June 13, 2022. A prospectus supplement (the “Prospectus Supplement”) will be filed with the Commission and delivered to the Investor as required by law. The Shares are being self-underwritten and offered by the Company on a “best efforts” basis, with a price equal to 80% of the average daily dollar volume-weighted average price (“VWAP”) of the Class A ordinary shares on the NASDAQ Capital Market (as reported by Bloomberg) during the last 10 Trading Days immediately preceding the date hereof. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the base prospectus contained in the Registration Statement and the Prospectus Supplement, at the Closing (i) the Investor shall pay the Purchase Price to the Company for the Shares to be issued and sold to such Investor, by wire transfer of immediately available funds per wire instructions as provided on the signature line below, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement, any amendment to the Registration Statement, and the Prospectus Supplement, the terms of which govern the investment in the Shares.

 

2.       Miscellaneous. All questions concerning the construction, validity, enforcement and interpretation of this Subscription shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. This Subscription may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile or via electronic format. All communications hereunder, except as otherwise specifically provided herein, shall be in writing and shall be mailed, hand delivered, sent by a recognized overnight courier service such as Federal Express, or sent via facsimile or e-mail transmission, to the party to whom it is addressed at the following addresses or such other address as such party may advise the other in writing (i) to the Company: as set forth on the signature page hereto and (ii) to the Investor: as set forth on the signature page hereto. All notices hereunder shall be effective upon receipt by the party to which it is addressed.

 

[Signature Page Follows]

 

 

 

 

If the foregoing correctly sets forth our agreement, please confirm this by signing and returning to us the duplicate copy of this Subscription.

 

Number of Shares: __________________________ CN ENERGY GROUP. INC.
     
Purchase Price per Share: $__________________ By:  
     
Aggregate Purchase Price: $__________________ Name:  
     
  Title:  
     
  Address Notice:

 

INVESTOR:     [Issuer Notice Information]

 

Select method of delivery of Shares: DRS or DWAC (Check One)

 

    DWAC DELIVERY INSTRUCTIONS:

 

1. Name of DTC Participant (broker dealer at which the account  
  or accounts to be credited with the Shares are maintained):  
       
       
2. DTC Participant Number:  
       
       
3. Name of Account at DTC Participant being credited with the Shares:  
       
       
4. Account Number of DTC Participant being credited with the Shares:  
       

 

___________    DRS ELECTRONIC BOOK ENTRY CONFIRMATION (hold shares at transfer agent) Delivery Instructions:

 

Name in which Shares should be issued: ______________________

 

Address for Shareholder: Street_________________________________________

 

City/State/Zip: ______________________________; Attention: _____________________________________

 

Telephone No.: _____________________________

 

WIRE PAYMENT INSTRUCTIONS:

 

ABA Routing No:

SWIFT Code:

Bank Name:

Bank Address:

Beneficiary Account Name:

Beneficiary Account No:

Beneficiary Address:

 

 

 

 

Please email back the completed Subscription to: