WINSF Wins Financial Holdings Inc (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 October 2024

 

Commission File No.: 333-204074

 

WINS FINANCE HOLDINGS INC.

 

1F, Building 1B
No. 58 Jianguo Road, Chaoyang District
Beijing 100024, People’s Republic of China
(Address of Principal Executive Offices.)

 

1177 Avenue of the Americas
5th Floor New York, NY 10036
646-694-8538
(New York Office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F x            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): ¨

 

 

 

Unregistered Sales of Equity Securities.

 

On September 25, 2024, Wins Finance Holdings Inc. (the “Company”) entered into a supplementary agreement (the “Supplementary Agreement”) with Jude Gongsheng International Medical Investment Management （Beijing） LLC. (聚德共生国际医疗投资管理（北京）有限公司), a China company (“Investor 1”), and Mr. Renhui Mu (“Investor 2”) (“Investor 1” and “Investor 2” together are collectively called the “Investors”) to amend the terms of the share subscription agreement signed on May 15, 2024 (“Main Agreement”).

 

Pursuant to the Main Agreement, the Investors agreed to purchase 76,100,000 ordinary shares of the company for an aggregate purchase price of $7,610,000 by no later than September 30, 2024 (the “Outside Closing Date”).

 

Pursuant to the Supplementary Agreement, the parties agreed that the Outside Closing Date would be extended to December 31, 2024.

 

Exhibits

 

Number		Description
4.1		Supplementary Agreement to Share Subscription Agreement among the Company, Jude Gongsheng International Medical Investment Management, and Mr. Renhui Mu, dated September 25, 2024.

 

 

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, thereunto duly authorized.

 

Dated: October 2, 2024

 

WINS FINANCE HOLDINGS INC.

 

By:	/s/ Renhui Mu
Name:	Renhui Mu
Title:	Chief Executive Officer

 

 

 

 

Exhibit 4.1

 

Supplementary Agreement to the Share Subscription Agreement

 

Recitals:

 

Wins Finance Holdings Inc., ("the Company"), Jude Gongsheng International Medical Investment Management （Beijing） LLC. (聚德共生国际医疗投资管理（北京）有限公司) ("Investor 1"), and Mr. Mu Renhui (ID number: 210211197403034530) ("Investor 2") (Investor 1 and Investor 2 collectively referred to as "Investors"), on May 15, 2024, signed the "Share Subscription Agreement" ("the Main Agreement") with the number 2024001A. The parties to the Main Agreement have unanimously agreed to amend and supplement the terms of the Main Agreement as follows:

 

1.

The provision in Article 2, Section “a” of the Main Contract is amended as follows: "The remaining amount of [7,310,000] US dollars or its equivalent in RMB shall be paid by the 'Investors' on or before December 31, 2024"; if the payment is not made on schedule, all parties agree to terminate the execution of the agreement, and all parties shall no longer be bound by the rights and obligations stipulated in the agreement.

2.	This supplementary Agreement is an integral part of the Main Agreement. In the event of any discrepancy between the content of this supplementary Agreement and the corresponding provisions of the Main Agreement, the content of this supplementary Agreement shall prevail.

 

	Jude Zhongsheng International Medical Investment Management (Beijing) LLC (Investor 1):
	By:	[Signature, Stamp ]
	Name:	Xueming Sheng
	Title:	Chairman
	Sep 25th, 2024
	Mr. Renhui Mu (Investor 2)
	[Signature]
	Sep 25th, 2024
	WINS FINANCE HOLDINGS INC. (Company)
	By:	[Signature, Stamp]
	Name:	Yuchan Cheng
	Title:	Executive Director
	Sep 25th, 2024

 

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