Report of Foreign Issuer (6-k)
September 25 2020 - 9:36AM
Edgar (US Regulatory)
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 September 2020
HAPPINESS
BIOTECH GROUP LIMITED
(Exact
name of registrant as specified in its charter)
No.
11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City
Fujian
Province, People’s Republic of China
+86-0599-782-8808
(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 Form40-F.
Form
20-F ☒ Form40-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 Agreements
On
September 22, Happiness Biotech Group Limited (the “Company”) entered into certain securities purchase
agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as
defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the
Company agreed to sell 900,000 ordinary shares, (the “Shares”) par value $0.0005 per share (the
“Ordinary Shares”), at a per share purchase price of $2.50. The gross proceeds to the Company from this
offering will be $2.25 million.
The
parties to the SPA have each made customary representations, warranties and covenants. The Shares will be issued to Purchasers
upon satisfaction of all closing conditions, including the Nasdaq’ completion of its review of the notification to Nasdaq
regarding the listing of the Shares.
The
Shares to be issued in the Offering are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated thereunder.
The
form of the SPA is filed as Exhibits 10.1 to this Current Report on Form 6-K and such document is incorporated herein by reference.
The foregoing is only a brief description of the material terms of the SPA, and does not purport to be a complete description
of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.
Exhibit
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.
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Happiness
Biotech Group Limited
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Date:
September 25, 2020
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By:
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/s/ Xuezhu
Wang
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Xuezhu
Wang
Chief
Executive Officer
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2
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