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): March 1, 2016
SINO AGRO FOOD, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada | 001-54191 | 33-1219070 |
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Room 3801, Block A, China Shine Plaza No. 9 Lin He Xi Road Tianhe District, Guangzhou City, P.R.C. | 510610 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (860) 20 22057860
Copies to:
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, NY 10006
Attn. Marc Ross, Esq.
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:
| ¨ | 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 DFR 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)) |
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to (i) securing capital for general working purposes, (ii) changes in governmental policies and regulations, economic conditions, the impact of competition and pricing, and (iii) other risks and in statements filed from time to time with the Securities and Exchange Commission (the “SEC”). All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof.
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
Bertil Tiusanen
On February 29, 2016, the Board of Directors (the “Board”) of Sino Agro Food, Inc. (the “Company”) accepted the resignation of Bertil Tiusanen as its Chief Financial Officer. Mr. Tiusanen was contemporaneously appointed as the Company’s Senior Vice President of Business Development & New Ventures – Europe.
Daniel Ritchey
In connection with Mr. Tiusanen’s resignation, effective March 1, 2016, the Company appointed Daniel Ritchey, then one of the Company’s independent directors, to the position of Acting Chief Financial Officer. The Company cannot predict how long Mr. Ritchey’s tenure will be, but it has launched a search for a permanent replacement for Mr. Tiusanen and is seeking an individual fluent in both English and Mandarin with the ability to spend most of his or her time in and around the People’s Republic of China. While Mr. Ritchey remains a member of the Board, he resigned as a member of the Audit Committee concomitantly with his appointment as the Company’s Acting Chief Financial Officer. For his services as the Company’s Acting Chief Financial Officer, Mr. Ritchey will receive an annual salary of $120,000 and be entitled to receive 24,000 shares of common stock of the Company per year, accumulating at 2,000 shares per month payable on February 28th each year.
Mr. Ritchey has been an independent director of the Company since February 1, 2014 and remains a director as of the date hereof. Having worked in both the public and private sectors, Mr. Ritchey has deployed his years of experience into developing partnerships and venture capital relationships throughout the agriculture and natural resource industries. Coupled with an undergraduate degree from Muskingum College (1989) and an MBA from Ohio State University (1994), Mr. Ritchey has as President of The Business Advocate, Inc. developed 3 successful partnerships, namely DC Capital LLC; 3-D Ranch LLC; and 3-D Oil and Gas LLC, whose business operations are mainly concentrated in Ohio, and whose commercial property development also extends into the Washington DC area. Mr. Ritchey continues to serve as a lobbyist on both the State and Federal level, with focus on issues and industries related to natural resources and the environment.
There are no arrangements or understandings between Mr. Ritchey and/or any other persons pursuant to which he was named as the Acting Chief Financial Officer of the Company. Mr. Ritchey has no family relationship with any of the Company's directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer.
Other than as set forth herein, Mr. Ritchey has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.
| ITEM 7.01 | REGULATION FD DISCLOSURE. |
On February 26, 2016, the Company issued a press release regarding the Zhongshan MegaFarm. A copy of the press release is attached hereto asExhibit 99.1. On March 1, 2016, the Company issued a press release regarding the matters described above. A copy of the press release is attached hereto asExhibit 99.2.
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
This information shall not be incorporated by reference into any registration statement pursuant to the Securities Act. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The following exhibits are furnished herewith:
| Exhibit No. | Description |
| 99.1 | Text of press release issued by Sino Agro Food, Inc. on February 26, 2016. |
| 99.2 | Text of press release issued by Sino Agro Food, Inc. on March 1, 2016. |
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.
| Date: March 1, 2016 | SINO AGRO FOOD, INC. | |
| By: | /s/ LEE YIP KUN SOLOMON | |
| Lee Yip Kun Solomon Chairman and Chief Executive Officer | ||