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: January 9, 2023
| ORGANIC AGRICULTURAL COMPANY LIMITED |
| (Exact name of registrant as specified in its charter) |
| Nevada | | 0-56168 | | 82-5442097 |
| (State of other jurisdiction of | | (Commission File No.) | | (IRS Employer |
| incorporation or organization | | | | Identification No.) |
Room G504, Building 3, Kejichuangxincheng Chuangxinchuangye Plaza, High and New Technology Industrial Development District, Harbin City, Heilongjiang Province, China 150090 |
| (Address of principal executive offices) (Zip Code) |
| 86 (0451) 5152-7001 |
| (Registrant’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 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 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 |
| | | | | |
Item 1.01 Entry into a Material Definitive Agreement
On November 28, 2022 the Registrant entered into an agreement to sell 9,000,000 shares of its common stock to Heilongjiang Chuangyi Agriculture Co., Ltd. for a price of 5,670,000 million RMB (@U.S.$792,000). On November 29, 2022 the Registrant entered into an agreement to sell 1,000,000 shares of its common stock to Sun Ying for a price of 630,000 million RMB (@U.S.$88,000). Due to the economic pressures created by COVID-19 in China at this time, the Registrant and each of the investors have entered into Share Issuance Supplementary Contracts, which change the schedule of payments. As revised, the payment schedules are:
Heilongjiang Chuangyi Agriculture Co., Ltd.
Payment is due as follows: 900,000 RMB on March 1, 2023; 1,800,000 RMB on April 15, 2023; and 2,970,000 RMB on August 15, 2023.
Sun Ying
Payment is due as follows: 315,000 RMB on March 1, 2023 and 315,000 RMB on April 15, 2023.
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.
| | ORGANIC AGRICULTURAL COMPANY LIMITED |
| | | |
| Dated: January 10, 2023 | By: | /s/ Xun Jianjun |
| | | Xun Jianjun |
| | | Chief Executive Officer |
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