UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 23,
2018
_________________
AMERICAN LORAIN CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 001-34449 | 87-0430320 |
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer Identification |
| of incorporation or organization) | Number) |
| Beihuan Road Junan County | |
| Shandong, China | 276600 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (86) 539-7317959
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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 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. [ ]
Item 1.01. Entry into a Material Definitive Agreement
On May 23, 2018, American Lorain Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”), pursuant to which each of Yimin Jin, the Chief Strategy Officer and a director of the Company, and Hongxiang Yu, a director of the Company, agreed to invest an aggregate of $5.0 million in the Company (the “Financing”) in exchange for 29,411,765 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, or an aggregate of $10.0 million in exchange for 58,823,530 Shares, representing a purchase price of $0.17 per Share. The Purchase Agreement contains customary representations and warranties by the Company and customary closing conditions. Pursuant to the rules of the NYSE American, the consummation of the Financing is subject to the approval of the non-interested members of the Company’s audit committee. In addition, the consummation of the Financing is conditioned upon the Company’s obtaining the approval of the Company’s shareholders. If consummated, the Company expects to use the proceeds of the Financing for general corporate purposes.
Item 3.02. Unregistered Sale of Equity Securities
The information set forth in Item 1.01 above is hereby incorporated by reference herein.
SIGNATURE
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.
Dated: May 23, 2018
AMERICAN LORAIN CORPORATION
| By: | /s/ Si Chen | |
| Name: Si Chen | ||
| Title: Chairman and Chief Executive Officer |