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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/21 KBS Fashion Group Ltd. 6-K 2/26/21 2:32K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size 1: 6-K Report of Foreign Private Issuer HTML 12K 2: EX-10.1 Binding Memorandum of Understanding HTML 12K
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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of February 2021
Commission File Number 001-35715
KBS FASHION GROUP LIMITED
(Translation of registrant’s name into English)
Xin Fengge Building
Yupu Industrial Park
Shishi City, Fujian Province 362700
People’s Republic of China
(Address of principal executive offices)
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 ☒ 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): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
C:
Memorandum of Understanding for Offering of Convertible Preferred Stock
On February 26, 2021, our Board of Directors approved a Binding Memorandum of Understanding (the “MOU”) regarding an exempt private offering of convertible preferred stock in the amount of up to $1,500,000 to a single investor. Under the MOU, the investor will purchase up to 100,000 shares of convertible preferred stock at a price of $15 per share. Each share of preferred stock will be convertible to shares of our common stock at a ratio of 15 shares of common stock for each share of preferred stock. All shares of common stock issuable upon conversion of the preferred stock will be subject to a two-year lock-up agreement running from the initial closing of the financing. Conversions will be limited such that the investor may not effect a conversion of the preferred stock to the extent that, immediately after such conversion, the investor would be the beneficial owner of more than 9.99% of our issued and outstanding common stock.
Formal documentation of the proposed private offering is pending and the offering is expected to close in the near future. Additional disclosures will be made immediately following the closing.
C:
C: 1
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: February 26, 2021 | KBS Fashion Group Limited | |
| By: | /s/ | |
| Sun Lei Chief Executive Officer | ||
C:
2
| Exhibit Number | Description | |
| 10.1 | Binding Memorandum of Understanding* |
| * | This document has been redacted. |
3
| This ‘6-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 2/26/21 | None on these Dates | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/13/22 JX Luxventure Ltd. 20-F 12/31/21 171:33M EdgarAgents LLC/FA 5/17/21 JX Luxventure Ltd. 20-F 12/31/20 155:10M EdgarAgents LLC/FA |