6-K 1 tm2036015d1_6k.htm 6-K

 

 

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 November 2020

 

Commission File Number: 001-38857

 

CHINA XIANGTAI FOOD CO. LTD.

(Translation of registrant’s name into English)

 

c/o Chongqing Penglin Food Co., Ltd.

Xinganxian Plaza

Building B, Suite 19-1

Lianglukou, Yuzhong District 400800

Chongqing, People’s Republic of China

+86- 023-86330158– telephone

(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 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):  ¨

 

 

 

 

  

Amendment to Convertible Debentures issued on December 30, 2019 and March 9, 2020

 

As previously disclosed in the Reports of Foreign Private Issuer on Form 6-K filed with the United States Securities Exchange Commission on November 25, 2019 and June 19, 2020 and September 17, 2020, on November 22, 2019, China Xiangtai Food Co., Ltd. (hereinafter, the “Company”, “we”, “our” or “us) entered into a securities purchase agreement, as amended on December 18, 2019, with an accredited investor (the “Debenture Holder”) to place convertible debentures with a maturity date of twelve months after the issuance thereof in the aggregate principal amount of $5,000,000. The first convertible debenture in the amount of $2,000,000, issued on November 22, 2019 and amended on June 19, 2020, has retired as of August 13, 2020. The second convertible debenture in the amount of $2,000,000 was issued on December 30, 2019 and amended on June 19, 2020 and September 15, 2020 (the “Second Convertible Debenture”). The third convertible debenture in the amount of $1,000,000 was issued on March 9, 2020 (the “Third Convertible Debenture” and together with the Second Convertible Debenture, the “Convertible Debentures”).

 

On November 13, 2020, we entered in an amendment agreement (the “Amendment Agreement”) with the Debenture Holder to amend the “Floor Price” of the Second Convertible Debenture to $1.00 per share and to amend the “Floor Price” of the Third Convertible Debenture to $1.00 per share for the first $200,000 of principal plus accrued interest to be converted. The “Floor Price” for the remaining principal and accrued interest on the Third Convertible Debenture shall remain unchanged at $3.00 per share.

 

Additionally, pursuant to the Convertible Debentures, the Company shall make monthly payments if the daily VMAP is less than the floor price for a period of ten (10) consecutive trading days (each such occurrence, a “Triggering Event”), beginning on the 30th day after the date of the Triggering Event, for so long as such conditions exist after a Triggering Event. The Amendment Agreement deferred such monthly payment for a period of 60 days from the date of the Amendment Agreement.

 

The form of the Amendment Agreement is filed as Exhibits 10.1 to this Report of Foreign Private Issuer 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 Amendment Agreement, 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 exhibit.

  

 

 

 

EXHIBIT INDEX

  

Exhibit No   Description
     
Exhibit 10.1   Amendment Agreement dated November 13, 2020

 

 

 

 

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, thereunto duly authorized.

 

Date: November 13, 2020 CHINA XIANGTAI FOOD CO. LTD. 
     
  By: /s/ Zeshu Dai
  Name:   Zeshu Dai
  Title: Chief Executive Officer and Chairwoman of the Board