Current Report Filing (8-k)
March 07 2019 - 3:43PM
Edgar (US Regulatory)
UNITED
STATES
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 (Date of earliest event reported): February 27, 2019
Kiwa
Bio-Tech Products Group Corporation
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-33167
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77-0632186
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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3200
Guasti Road, Suite 100
Ontario,
CA
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91761
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (626) 715-5855
(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 of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)
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TABLE
OF CONTENTS
Item
1.01 Entry into a Material Definitive Agreement.
On
February 27, 2019, Kiwa Bio-Tech Products Group Corporation (the “Company”) executed a Securities Purchase Agreement
(the “SPA”) between Labrys Fund, LP (“Labrys”) and the Company, pursuant to which Labrys purchased from
the Company a Convertible Promissory Note in the principal amount of $1,365,000.00 (the “Note”) dated February 27,
2019. The Note carries an Original Issue Discount of $102,375, bears interest at the rate of 12% per annum and must be repaid
on or before 180 calendar days after the funding date of the respective tranche (each a “Maturity Date”). The Note
may be prepaid at any time before Maturity Date without any prepayment penalty. The amounts advanced under the Note may be converted
by Labrys at any time after 180 days from the date of the Note into shares of Company common stock at a conversion price equal
to 70% of the lowest trading price during the 25-day period prior to the date of any notice of conversion. The Note contains certain
representations, warranties, covenants and events of default, and adjustment in the conversion discount, amount of the Note principal
and interest rate under the Note as triggered by the related event(s) of default. The foregoing is only a brief description of
the material terms of the SPA and the Note and does not purport to be a complete description of the rights and obligations of
the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreements and their exhibits
which are filed as an exhibit to this Current Report. The issuance of the Note was made in reliance on the exemption provided
by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering and Regulation D promulgated
under the Securities Act of 1933, as amended (the “Securities Act”). The Company’s reliance upon Section 4(2)
of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an
isolated private transaction by us which did not involve a public offering; (b) there was only on recipient; (c) there were no
subsequent of contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into
smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and
the Company; and (f) the recipient of the note was an accredited investor.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
Dated:
March 7, 2019
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Kiwa
Bio-Tech Products Group Corporation
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/s/
Yvonne Wang
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By:
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Yvonne
Wang
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Title:
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Chief
Executive Officer
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