Current Report Filing (8-k)
October 18 2018 - 3:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
October
18, 2018 (October 16, 2018)
PLANET GREEN HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Nevada
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001-34449
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87-0430320
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer Identification
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of incorporation or organization)
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Number)
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Suite 901, Building 6
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No. 1678 Jinshajiang Road
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Putuo District, Shanghai, China
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200333
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(86)
21-3258 3578
Not Applicable
(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 to 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 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 3.02. Unregistered Sales of Equity Securities.
As
previously reported in the Quarterly Report on Form 10-Q filed on August 14,
2018 (the
Form 10-Q
) by Planet Green Holdings Corp. f/k/a American
Lorain Corporation (the
Company
), on August 8, 2018, the Company
entered into an amended and restated securities purchase agreement with Yimin
Jin, the Companys chief strategy officer and director, and Hongxiang Yu, the
Companys chairman, chief executive officer and president (collectively, the
Purchasers
), pursuant to which the Purchasers agreed to invest an
aggregate of $10 million in the Company in exchange for an aggregate of
2,352,942 shares (on a post-reverse stock split basis) of the Companys common
stock (the
Shares
), representing a purchase price of approximately
$4.25 per share (the
Financing
).
On October 16, 2018, the Company closed the Financing,
which was approved at the Company's 2018 annual meeting of stockholders held on
September 26, 2018. At the closing, the Company received gross proceeds of
$10,000,000 in the aggregate, in exchange for the issuance of the Shares.
The
issuance of the Shares was exempt from the registration requirements of the
Securities Act, pursuant to Section 4(a)(2) of the Securities Act of 1933, as
amended, and Rule 506 of Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure.
On
October 17, 2018, the Company issued a press release announcing the closing of
the Financing. A copy of the press release issued by the Company is attached
hereto as Exhibit 99.1. The information in this Item 7.01 and Exhibit 99.1 shall
not be deemed filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to liabilities, nor shall it be deeded
to be incorporated by reference in any filing under the Securities Act or
Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
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.
Dated: October 18, 2018
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PLANET GREEN HOLDINGS CORP.
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By:
/s/
Hongxiang
Yu
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Name: Hongxiang Yu
|
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Title: Chief Executive Officer
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