UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO.1 TO
FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 18, 2021
Code Chain New Continent Limited
(Exact name of Company as specified in charter)
| Nevada | | 001-37513 | | 47-3709051 |
(State or other jurisdiction
of incorporation) | | (Commission File No.) | | (IRS Employer
Identification No.) |
1678 Jinshajiang Road
Building No. 6, Room 901
Shanghai, China 200062 |
| (Address of Principal Executive Offices) (Zip code) |
| +86-021-32583578 |
| (Company’s Telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.0001 | | CCNC | | Nasdaq Capital Market |
Explanatory Note
Code Chain New Continent Limited is filing this Amendment No. 1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 18, 2022 (the “Original Form 8-K”) to correct a typographical error of the number of votes as described in Item 5.07. There is no change to the other information in the Original Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 18, 2022 local time (October 17, 2022 Eastern Time), Code Chain New Continent Limited (the “Company”) held a special meeting of stockholders (the “Special Meeting”) at No. 119 South Zhaojuesi Road, 2nd Floor, Room 1, Chenghua District, Chengdu, Sichuan, China. The number of shares of common stock present or represented by valid proxy at the Special Meeting was 24,152,418 shares, representing approximately 52% of the 46,109,617 shares of common stock issued and outstanding as of the record date of September 13, 2022, and therefore constituting a quorum. At the Special Meeting, the following proposal was voted on: an amendment to the Company’s articles of incorporation, as amended, to effect a reverse stock split of the outstanding shares of the Company’s common stock, at a split ratio of between 1-for-10 and 1-for-30 as determined by the Board of Directors in its sole discretion, prior to the one-year anniversary of this Special Meeting (the “Reverse Stock Split Proposal”).
| | | FOR | | | AGAINST | | | ABSTAIN | |
| The Reverse Stock Split Proposal | | | 24,152,418 | | | | 0 | | | | 0 | |
Accordingly, the Reverse Stock Split Proposal has been approved.
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.
| | CODE CHAIN NEW CONTINENT LIMITED |
| | |
| Date: October 21, 2022 | By: | /s/ Hongxiang Yu |
| | Name: | Hongxiang Yu |
| | Title: | Chief Executive Officer |
