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 December 2021

 

Commission File Number: 001-38851

 

POWERBRIDGE TECHNOLOGIES CO., LTD.

(Translation of Registrant's name into English)

 

1st Floor, Building D2, Southern Software Park

Tangjia Bay, Zhuhai, Guangdong 519080, China

Tel: +86-756-339-5666

(Address of Principal Executive Office)

 

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        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):

 

 

 

 

 

 

CONTENTS

 

The following exhibit is attached.

 

Exhibit   Description
99.1   Powerbridge Technologies Co., Ltd. Reports Financial Results and Business Update for the Six Months Ended June 30, 2021
99.2   Resignation and Appointment of Directors
99.3   Notice to Shareholders in Connection with Not Holding the 2021 Annual General Meeting

 

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SIGNATURE

 

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 hereunto duly authorized.

 

Date: December 30, 2021

 

  POWERBRIDGE TECHNOLOGIES CO., LTD.
     
  By: /s/ Stewart Lor
   

Stewart Lor

Chief Financial Officer

   

 

 

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Exhibit 99.1

 

 

 

Powerbridge Technologies Reports Financial Results and Business Update

for the six months ended June 30, 2021

 

ZHUHAI, China –  December 30, 2021 - Accesswire - Powerbridge Technologies Co., Ltd. (“Powerbridge” or the “Company”) (NASDAQ: PBTS), a global trade software applications and technology services provider, today announced its unaudited financial results for the six months ended June 30, 2021.

 

Overview

 

Powerbridge Technologies Co., Ltd. is a company that was established under the laws of the Cayman Islands on July 27, 2018 as a holding company.

 

We are a provider of software application and technology solutions and services to corporate and government customers engaged in global trade. All of our customers are located in China. We currently generate most of our revenues from application development services, which represent 73.9% of total revenue for the six months ended June 30, 2021. We also generate revenue from consulting and technical support services, which represent 13.1% of our revenue for the six months ended June 30, 2021. Further, we also earn subscription service revenue from customers accessing our SaaS. For the six months ended June 30, 2021, our subscription service revenues were approximately $0.4 million.  The Company starts to sell consumables to its customers in the six months ended June 30, 2021. We generated approximately $1.3 million revenue from consumables sale, which was categorized in other revenue, for the six months ended June 30, 2021.

  

Coronavirus (“COVID-19”) Updates

 

The COVID-19 pandemic has caused disruptions to our operations starting from December 2019. During the first quarter of 2020, our operations were closed in February due to China government mandates and we moved quickly to transit our colleague base to a fully remote working environment in all our locations. At the beginning of March 2020, substantially all our employees were back to work in our offices. The ongoing COVID-19 pandemic not only adversely impacted our operations but also business of our customers. We experienced delayed customer payments and rescheduled customer orders, which adversely impacts the Company’s results of operations, cash flows and financial position. Since the COVID-19 pandemic has been gradually contained in China, our revenue and gross margin for the year ended December 31, 2020 has not been adversely affected.

 

The extent of the impact on our 2021 fiscal year results will be dependent on future developments such as the length and severity of the crisis, the potential resurgence of the crisis, future government actions in response to the crisis and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable. The Company continues to take actions to help mitigate, as best we can, the impact of the COVID-19 pandemic on the health and well-being of our employees, the communities in which we operate and our partners, as well as the impact on our operations and business as a whole.

 

Recent Developments

 

On August 7, 2021, the Company entered into an amendment (the “Closing Statement”) to the securities purchase agreement initially entered into with YA II PN, LTD. (“YA”) on April 9, 2021 (the “Purchase Agreement”). Pursuant to the Purchase Agreement, YA agreed to purchase convertible notes in the aggregate principal amount of US$7,000,000 (the “Principal”), which shall be convertible into the Company’s ordinary shares par value $0.00166667 per share, and a warrant (the “Warrant”) to purchase 571,429 Ordinary Shares, for gross proceeds of approximately US$6,790,000. The first closing of the offer and sale of the first Note (the “First Note”) in the principal amount of $4,000,000 was completed on April 9, 2021. Pursuant to the Closing Statement, the Company and YA agreed that, among other thing, (i) the Principal shall be increased to US$8,000,000; (ii) the principal amount of the second Note (the “Second Note”) is reduced from $3,000,000 to $2,000,000; (iii) the number of ordinary shares to be issued pursuant to the Warrant shall be increased from 571,429 to 653,061; and (iv) promptly after the Securities and Exchange Commission (“SEC”) declares effective a registration statement to be filed by the Company pursuant to a registration rights agreement, YA agrees to purchase the third Note (the “Third Note”) in the principal amount of $2,000,000, which shall have identical terms as those of the Second Note. Except as expressly amended by the Closing Statement, the Second Note has essentially identical terms to the First Note. The closing of the second Note in the principal amount of $2,000,000 was completed on August 9, 2021. For more details, please refer to the Form 6-K which filed with SEC on August 13, 2021.

 

 

 

 

 

 

Key Factors that Affect Our Operating Results

 

We currently derive a majority of revenues from our application development services, consulting and technical support services, and subscription services. We intend to continually enhance our services and cross-sell new services to our existing customers and acquire new customers by increasing our market penetration with a deeper market coverage and a broader geographical reach. Our ability to maintain and expand our customer base with our application development services significantly affects our operating results.

 

We intend to expand the scope of our offerings to serve existing customers and acquire new customers by continually making significant investments in R&D as well as sales marketing activities to increase our subscription revenue and profit. Our ability to drive increased customer adoption and usage of our SaaS services affects our operating results.

 

Our business of providing global trade software application and technology services requires highly skilled professionals with specialized domain knowledge and technology expertise in order to develop and perform the services offered to our customers. Our ability to recruit, train, develop and retain our professionals with the skills and qualifications necessary to fulfill the needs of our existing and new customers has a significant effect on our operating results.

 

We intend to pursue strategic acquisitions and investments in selective technologies and businesses that will enhance our technology capabilities, expand our offerings and increase our market penetration. We believe our strategic acquisition and investment strategy is critical for us to accelerate our growth and strengthen our competitive position. Our ability to identify and execute strategic acquisitions and investments will have an effect on our operating results. 

 

Financial Results for the six months ended June 30, 2021 and 2020

 

Revenue for the six months ended June 30, 2021 was $13.6 million, a decrease of $0.8 million or 5.6%, compared to $14.5 million for the six months ended June 30, 2020. The overall decrease in total revenue was primarily attributable to approximately $2.3 million decrease in revenue from application development services.

 

Revenue from application development service decreased by $2.3 million, or 18.8%, to $10.1 million for the six months ended June 30, 2021, compared to $12.4 million for the six months ended June 30, 2020. The decrease in application development service revenue was due to less new projects in current period. In certain application development service arrangements, the contacts included sales of IT equipment. Such revenue was $7.5 million for the six months ended June 30, 2021, significantly increased from $1.2 million of the related revenue in the same period of 2020.  

 

Revenue from consulting and technical support services increased by $0.2 million, or 13.1%, to $1.8 million for the six months ended June 30, 2021, compared to $1.6 million for the six months ended June 30, 2020. The increase was mainly due to the revenue brought by four new projects.

 

Revenue from subscription services decreased by $0.03 million, or 5.8%, to $0.45 million for the six months ended June 30, 2021, compared to $0.48 million for the six months ended June 30, 2020. The slight decrease in subscription services revenue was mainly due to many customers reduced costs under the impact of COVID-19. We introduced our SaaS subscription services in the fiscal year of 2016 and continue to expand the scope of our services and enhance the features and functionalities of our applications and improve our marketing efforts, we expect our subscription service revenue will grow with an expanded offering and increased market awareness.

 

Gross profit for the six months ended June 30, 2021 was $4.3 million, a decrease of $1.3 million or 23.7%, compared to $5.7 million for the six months ended June 30, 2020. Gross margin as a percent of overall revenue for the six months ended June 30, 2021 and 2020 was 31.8% and 39.4%, respectively.

 

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Operating expenses for the six months ended June 30, 2021 was $12.0 million, an increase of $6.0 million or 101.5%, compared to $5.9 million for the six months ended June 30, 2020. Operating expenses consist of selling and marketing, general and administrative, research and development (“R&D”) expenses, and stock-based compensation. The increase in our operating expenses was primarily due to an increase of approximately $4.0 million in share-based compensation, an increase of approximately $0.9 million in provision for doubtful accounts, an increase of approximately $0.9 million in general and administrative expenses and an increase of approximately $0.5 million in selling and marketing expenses.

 

Other income (expense) primarily consists of government subsidy income, interest income, net of interest expense and other expenses. Our net other expense was approximately $1.6 million for the six months ended June 30, 2021, compared with a net other income of $56,985 for the six months ended June 30, 2020. The increase in net other expense is substantially attributable to an approximately $1.5 million loss from change in the fair value of the convertible loan.

 

Provison for income tax (income tax benefits) was approximately $0.1 million for the six months ended June 30, 2021, compared to income tax expense of $224 for the six months ended June 30, 2020. Under the Income Tax Laws of the PRC, companies are generally subject to income tax at a rate of 25%. However, our major operating subsidiary, Zhuhai Powerbridge Technology Co., Ltd., was recognized as the “high-tech enterprise” status, which reduced its statutory income tax rate to 15%. The rest of our subsidiaries in PRC are subject to income tax rate of 25%.

 

Net loss for the six months ended June 30, 2021 was $9.0 million, an increase of $8.8 million, compared to $0.2 million for the six months ended June 30, 2020. The increased net loss is mainly attributed to an increase of approximately $6.0 million total operating expenses, an approximately $1.5 million loss in change of fair value of the convertible loan and a decrease of approximately $1.3 million gross profit.

 

About Powerbridge Technologies Co., Ltd.

 

Powerbridge Technologies Co., Ltd. (NASDAQ: PBTS) is a provider of software applications and technology solutions and services to corporate and government customers primarily located in China. Founded in 1997, Powerbridge pioneered global trade software applications with a vision to make global trade operations easier for customers. Since inception, Powerbridge has continued to innovate and deliver solutions and services to address the changing needs of thousands of customers. Powerbridge’s mission is to make global trade easier by empowering all players in the ecosystem. For more information, visit www.powerbridge.com/en

 

Forward Looking Statements

 

No statement made in this press release should be interpreted as an offer to purchase or sell any security. Such an offer can only be made in accordance with the Securities Act of 1933, as amended, and applicable state securities laws. Certain statements in this press release concerning our future growth prospects are forward-looking statements regarding our future business expectations intended to qualify for the “safe harbor” under the Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding our ability to raise capital on any particular terms, fluctuations in earnings, fluctuations in foreign exchange rates, our ability to manage growth, our ability to realize revenue from expanded operation and acquired assets in China and the U.S., our ability to attract and retain highly skilled professionals, client concentration, industry segment concentration, reduced demand for technology in our key focus areas, our ability to successfully complete and integrate potential acquisitions, and unauthorized use of our intellectual property and general economic conditions affecting our industry. Additional risks that could affect our future operating results are more fully described in our Form 20-F and other filings that we may make with the United States Securities and Exchange Commission in the future. These filings are available at www.sec.gov. Powerbridge may, from time to time, make additional written and oral forward-looking statements, including statements contained in the Company’s filings with the Securities and Exchange Commission and our reports to shareholders. In addition, please note that any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of the date of this press release. The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company unless it is required by law. 

 

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UNAUDITED CONDENSED CONSOLIDATED FINANCIAL DATA

 

Summary of Unaudited Condensed Consolidated Balance Sheets 

(In USD)

 

    June 30,     December 31,  
    2021     2020  
ASSETS            
CURRENT ASSETS:            
Cash and cash equivalent   $ 4,368,013     $ 8,389,704  
Accounts receivable, net     20,426,106       14,314,985  
Accounts receivable-related party     85,360       -  
Due from related parties     1,395,495       652,873  
Loans to third parties     5,722,359       5,365,517  
Inventories     246,483       -  
Contract costs     -       4,041,585  
Prepayments, deposits and other current assets, net     2,154,000       1,999,281  
Total Current Assets     34,397,816       34,763,945  
                 
Property and equipment, net     7,545,102       7,184,101  
Prepayments, deposits and other assets, net     564,950       385,607  
Loan receivable – long term     64,106,496       63,434,483  
Deferred tax assets     569,815       415,131  
Total Assets   $ 107,184,179     $ 106,183,267  
                 
LIABILITIES AND EQUITY                
CURRENT LIABILITIES:                
Bank loans   $ 4,646,408     $ 4,597,701  
Accounts payable     18,239,414       24,282,921  
Convertible loans     5,161,890       -  
Customer deposits     538,184       573,243  
Deferred revenue     1,331,519       1,095,279  
Salaries and benefits payable     905,821       2,170,651  
Due to related party     84,329       71,020  
Taxes payable     640,183       698,935  
Total Current Liabilities     31,547,748       33,489,750  
                 
COMMITMENTS AND CONTINGENCIES                
                 
EQUITY:                
Ordinary Shares, 0.00166667 par value; 300,000,000 shares authorized, 48,262,216 and 45,777,318 shares issued and outstanding as of June 30, 2021 and December 31, 2020     80,438       76,296  
Additional Paid-in Capital     111,303,304       100,149,397  
Accumulated deficit     (37,194,791 )     (28,234,492 )
Accumulated other comprehensive income     1,637,287       814,343  
Total Powerbridge Technologies Co., Ltd.’s Shareholders’ Equity     75,826,238       72,805,544  
Non-controlling interest     (189,807 )     (112,027 )
Total Equity     75,636,431       72,693,517  
Total Liabilities and Equity   $ 107,184,179     $ 106,183,267  

 

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Summary of Unaudited Condensed Consolidated Statements of

Operations and comprehensive Loss

(In USD)

 

    For the Six Months Ended  
    June 30,  
    2021     2020  
REVENUES:            
Application development services   $ 10,074,107     $ 12,400,920  
Consulting and technical support services     1,780,005       1,573,411  
Subscription services     448,618       476,251  
Other revenue     1,336,371       -  
Total revenues
    13,639,101       14,450,582  
                 
COST OF REVENUES:                
Cost of application development services     7,249,827       7,964,772  
Cost of consulting and technical support services     670,493       751,308  
Cost of subscription services     59,662       47,746  
Other cost of revenue     1,321,968       -  
Total cost of revenues     9,301,950       8,763,826  
                 
GROSS PROFIT     4,337,151       5,686,756  
                 
Operating expenses:                
Sales and marketing     1,603,463       1,066,099  
General and administrative     3,521,365       2,647,570  
Provision for doubtful accounts     898,645       -  
Research and development     1,312,470       1,557,746  
Stock based compensation     4,615,188       660,454  
Total operating expenses     11,951,131       5,931,869  
                 
LOSS FROM OPERATIONS     (7,613,980 )     (245,113 )
                 
OTHER (EXPENSE) INCOME                
Financing and interest expenses     (221,918 )     (114,443 )
Other expense income     145,423       171,428  
change in fair value of convertible debt     (1,493,978 )     -  
Total other (expense) income, net     (1,570,473 )     56,985  
                 
LOSS BEFORE INCOME TAXES     (9,184,453 )     (188,128 )
                 
PROVISION FOR INCOME TAXES (INCOME TAX BENEFITS)     (147,629 )     224  
                 
NET LOSS     (9,036,824 )     (188,352 )
                 
Less: loss attributable to non-controlling interests     (76,525 )     (17,268 )
NET LOSS ATTRIBUTABLE TO POWERBRIDGE     (8,960,299 )     (171,084 )
                 
OTHER COMPREHENSIVE LOSS                
Foreign currency translation adjustment     821,596       (107,612 )
COMPREHENSIVE LOSS     (8,215,228 )     (295,964 )
Less: Comprehensive loss attributable to non-controlling interest     (77,873 )     (17,187 )
COMPREHENSIVE LOSS ATTRIBUTABLE TO POWERBRIDGE   $ (8,137,355 )   $ (278,777 )
                 
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES                
Basic and diluted     46,831,129       9,089,574  
                 
LOSSES PER SHARE                
Basic and diluted   $ (0.19 )   $ (0.02 )

 

* Shares and per share data are presented on a retroactive basis to reflect the nominal share issuance and share split on August 18, 2018 and February 10, 2019.

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For more information, please contact:

 

Corporate:

Powerbridge Technologies Co., Ltd.

Stewart Lor

Co-Chairman, Co-Chief Executive Officer, President, and Chief Financial Officer

Email: stewartlor@powerbridge.com 

 

Investor Relations:

ClearThink Capital

Stephen Hart

Phone: 917-658-7878

Email: nyc@clearthink.capital

 

 

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Exhibit 99.2

 

THE DEPARTURE AND APPOINTMENT OF DIRECTORS

 

On December 30, 2021, the board of directors (the “Board”) of Powerbridge Technologies Co., Ltd. (the “Company”), a company incorporated in the Cayman Islands, announced that Mr. Wu has resigned from his position as a Director of the Company, effective from December 20, 2021, in order to focus on other business obligations. Mr. Wu’s resignation is not a result of any disagreement with the Company in relation to its operations, policies or practices.

 

In addition, the Company announced that, effective from December 23, 2021, Ms. Wei Jiang was appointed by the Board as an independent Director, the Chairwoman of the Nominating Committee, a member of the Compensation Committee and a member of the Audit Committee. Ms. Jiang has over 25 years of experience in the finance and accounting field. From 1995 to date, she served as the CFO at Cmark Capital, an investment management firm, a senior accountant at Aluminum Corporation of China, an aluminum producer and distributor, and served as a financial manager at Hiking Group, a publicly listed company, respectively. Ms. Jiang received a bachelor’s degree in Financial Management from China University of Petroleum and is a Certified Accountant.

 

Ms. Jiang does not have any related party transaction with the Company or its affiliates that is required to be disclosed pursuant to Item 404 of Regulation S-K.

 

As a result of the appointment of Ms. Jiang, the Board currently has five members, a majority of whom are independent directors that meet the independence requirement in Rule 5605(c)(2)(A)(ii) of the NASDAQ listing rules. The Board determined that all three members of the Audit Committee of the Board are independent directors.

 

The information in this Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. It shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

 

Exhibit 99.3

 

Notice to Shareholders in Connection with

Not Holding the 2021 Annual General Meeting

 

Powerbridge Technologies Co., Ltd. (“Powerbridge” or the “Company”) (NASDAQ: PBTS), a global trade software applications and technology services provider, today announced that the Company opts not to hold an annual shareholder meeting for the fiscal year 2021, in reliance on its home country practice and the advice by the Company’s legal advisor on Cayman Islands Law. Additional information on the Company’s reliance on its home country practice can be found in the Company’s annual report on Form 20-F filed with the Commission on July 13, 2021.