Smart Powerr Corp. — Capital/Financing Update 2021

Feb 25, 2021

8-K 1 ea136447-8k_chinarecycling.htm CURRENT REPORT

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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): February 23, 2021

CHINA RECYCLING ENERGY CORPORATION

(Exact name of registrant as specified in charter)

Nevada	001-34625	90-0093373
(State
or other jurisdiction of
incorporation)	(Commission File
Number)	(IRS
Employer Identification
No.)

| 4/F,
Tower C Rong
Cheng Yun Gu Building Keji
3 rd Road, Yanta District Xi’an
City, Shaanix Providence, China | 710075 |
| --- | --- |
| (Address
of principal executive offices) | (Zip
Code) |

Registrant’s telephone number, including area code: (86-29) 8765-1097

N/A
(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 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))

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 $0.001 per share | CREG | Nasdaq
Stock Market |

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. ☐

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Item 1.01 Entry into a Material Definitive Agreement.

On February 23, 2021, China Recycling Energy Corporation, a Nevada corporation (the “ Company ”) entered into those certain securities purchase agreements (the “ Purchase Agreements ”) with several non-U.S. investors (the “ Purchasers ”), pursuant to which the Company agreed to sell to the Purchasers, an aggregate of up to 3,320,000 shares (the “ Shares ”) of common stock of the Company, par value $0.001 per share (“ Common Stock ”) at $11.522 per share, which is the five-day average closing price immediately prior to signing the Purchase Agreements. The Shares are being offered by the Company pursuant to an exemption from the registration requirements pursuant to Section 4(a)(2) and/or Regulation S of the Securities Act of 1933, as amended.

The closing of the transaction is subject to the satisfaction of customary closing conditions in the Purchase Agreement. The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchasers and customary rights and obligations of the parties thereto.

The form of Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Purchase Agreement is subject to, and qualified in its entirety by, the form of Purchase Agreement, which is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The applicable information set forth in Item 1.01 of this Form 8-K is incorporated by reference in this Item 3.02.

Item 8.01 Other Events.

On February 25, 2021, the Company issued a press release announcing the transaction. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibits
Number	Description
10.1	Form of Securities Purchase Agreement
99.1	Press Release, dated February 25, 2021

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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.

/s/
Guohua Ku Chairman & Chief Executive Officer

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