0001749849 false --03-31 Organic Agricultural Co Ltd NV 000-56168 0001749849 2021-10-06 2021-10-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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: October 6, 2021

 

ORGANIC AGRICULTURAL COMPANY LIMITED  
(Exact name of registrant as specified in its charter)

 

Nevada     0-56168   82-5442097
(State of other jurisdiction of   (Commission File No.)   (IRS Employer
incorporation or organization       Identification No.)

 

6th Floor A, Chuangxin Yilu, No. 2305, Technology Chuangxincheng,

Gaoxin Jishu Chanye Technology Development District,

Harbin City. Heilongjiang Province, China 150090

(Address of principal executive offices) (Zip Code)

 

86 (0451) 5862-8171
(Registrant’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 registrant under any of the following provisions:

 

☐ 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.  ☐

 

 

 

 

 

 

Item 5.03 Amendment to Articles of Incorporation.

 

On October 6, 2021 Organic Agricultural Company Limited (“Organic Agricultural”) filed a Certificate of Amendment to Articles of Incorporation with the Nevada Secretary of State. The Certificate of Amendment:

 

● increased the authorized shares of stock to 275,000,000, consisting of 274,000,000 shares of common stock and 1,000,000 shares of preferred stock; and

 

● implemented a 5.16-for-1 forward split of the outstanding common stock.

 

The Effective Time of the increase in authorized shares and forward split will be 6:00 P.M. on October 21, 2021, at which time Organic Agricultural will issue an additional 4.16 shares of common stock to the holder of each outstanding share of common stock. In the event that any shareholder owns a fractional share as a result of the forward split, Organic Agricultural will issue to that shareholder an additional fraction of a share as is necessary to increase the fractional share to a full share.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibits

 

3-a Certificate of Amendment to Articles of Incorporation filed on October 6, 2021.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

1

 

 

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.

 

  ORGANIC AGRICULTURAL COMPANY LIMITED
   
Dated: October 11, 2021 By: /s/ Xun Jianjun
    Xun Jianjun
    Chief Executive Officer

 

 

2

 

Exhibit 3(a)

 

 

 

 

 

 

 

ATTACHMENT TO
CERTIFICATE OF AMENDMENT
OF

ARTICLES OF INCORPORATION
OF

ORGANIC AGRICULTURAL COMPANY LIMITED

 

Supplement to Item 3: Authorized Stock

 

3. This Corporation is authorized to issue two classes of shares of stock to be designated as “Common Stock” and “Preferred Stock.” The total number of shares of Common Stock which this Corporation is authorized to issue is Two Hundred Seventy Four Million (274,000,000) shares, par value $0.001. The total number of shares of Preferred Stock which this Corporation is authorized to issue is One Million (1,000,000) shares, par value $0.001.

 

The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation is expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares and as may be permitted by the Nevada Revised Statutes. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

 

3.1 Forward Split of the Common Stock

 

At the Effective Date and Time of this Certificate of Amendment, the Corporation will issue 5.16 (five and sixteen-hundredths) shares of Common Stock in exchange for each issued and outstanding share of Common Stock. At the same Date and Time, the Corporation will issue an additional fraction of a share of Common Stock as is necessary to increase each fractional share resulting from the 5.16-for-1 exchange to a full share of Common Stock.

 

*     *     *     *     *