Current Report Filing (8-k)
June 21 2016 - 5:04AM
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): June 15, 2016
Commission
file number
000-54072
China
Ginseng Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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20-3348253
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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64
Jie Fang Da Road
Ji
Yu Building A, Suite 1208
Changchun
City, China
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130022
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone (01186) 43185790039
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––––––––––––––––
Copies
to:
Hunter
Taubman Fischer LLC
1450
Broadway, 26
th
Floor
New
York, NY 10018
Tel:
917-512-0827
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––––––––––––––––
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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 (see General Instruction A.2. below):
☐
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))
Section
3—Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities
On
July 21, 2015, in connection with a security purchase agreement between China Ginseng Holdings, Inc. (the “Company”)
and an investor (the “Investor”), we closed a private placement to sell a Series A Convertible Debenture for a price
of $1,600,000. The Debenture is convertible into 4,000,000 shares of our common stock, par value $0.001 per share, at a conversion
price of $.40 per share.
On
June 15, 2016, the Investor informed us its intent to convert the Debenture into shares of our common stock. Accordingly, pursuant
to the Debenture, we will issue an aggregate amount of 4,000,000 shares of our common stock, to the Investor.
The
Offering was made in reliance upon the exemption from securities registration afforded by Regulation S (“Regulation S”)
as promulgated under the Securities Act of 1933, as amended.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the
Company, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from
the registration requirements and certificates evidencing such securities contain a legend stating the same; the information contained
herein is
merely included to disclose the terms of the transaction mentioned herein.
Section
9 - Financial Statements and Exhibits
Item
9.01 Exhibits
Exhibit No.
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Description
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10.1
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Form
of Convertible Debenture
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the date indicated.
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China
Ginseng Holdings, Inc.
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Date: June
20, 2016
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By:
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/s/ Long
He
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Long
He
Chief
Executive Officer
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