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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):
October 19, 2023
BAIYU Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-36055 |
|
45-4077653 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
139, Xinzhou 11th Street, Futian District
Shenzhen, Guangdong, PRC 518000
(Address of Principal Executive Offices)
+86 (0755) 82792111
(Issuer’s telephone number)
TD Holdings, Inc.
(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 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 $0.001 |
|
GLG |
|
Nasdaq Capital Market |
Item 3.03 Material Modification to Rights of
Security Holders.
To the extent required by Item 3.03 of Form 8-K,
the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
In connection with the various corporate action
disclosed in the Definitive Information Statement on Schedule 14C filed by BAIYU Holdings, Inc. (formerly, TD Holdings, Inc.) (the “Company”)
with the United States Securities and Exchange Commission on September 29, 2023, the stockholders of the Company approved a form of certificate
of amendment of certificate of incorporation (the “Certificate of Amendment”) on September 18, 2023 to (i) effect
a reverse stock split of our issued and outstanding common stock to comply with the Nasdaq’s minimum trading price requirement,
at a ratio of one-for-twenty to one-for-fifty (with the exact ratio to be set at a whole number within this range as determined by the
members of the board of directors (the “Board”) in its sole discretion, and (ii) change the Company’s
name to BAIYU Holdings, Inc. (the “Name Change”), with the final decision of whether to proceed with the Name
Change and the timing for implementing the Name Change to be determined by the Board in its sole discretion. For more information, please
refer to the Definitive Information Statement on Schedule 14C filed by the Company. The Board subsequently set the reverse stock split
ratio at one-for-fifty and authorized the Company to effect the Name Change.
On October 19, 2023, the Company filed the Certificate
of Amendment to effect the Name Change and a reverse stock split at the split ratio of one-for-fifty
(the “Reverse Split”).
As a result of the Reverse Split, every fifty
(50) shares of the Company’s pre-split Common Stock will be combined into one (1) share of the Company’s post-split Common
Stock, without any change in par value per share. No fractional shares will be issued in connection with the Reverse Split and all such
fractional shares will be rounded up to the nearest whole number of shares of Common Stock.
The Reverse Split is intended for the Company
to regain compliance with the minimum bid price requirement of $1.00 per share of Common Stock for continued listing on The Nasdaq Capital
Market (“Nasdaq”).
The new CUSIP number of the common stock following
the Reverse Split is expected to be 87250W301. The Company’s Common Stock is expected to begin trading on a Reverse Split-adjusted
basis on Nasdaq during the week of October 23, 2023.
The Company’s transfer agent, VStock Transfer,
is acting as the exchange agent and paying agent for the Reverse Split.
The Reverse Split does not affect the Company’s
authorized shares of stock (which will remain at 650,000,000, including 600,000,000 shares of common stock and 50,000,000 shares of preferred
stock) and will not change the par value of the stock (which will remain at $0.001 per share).
The Reverse Split will not dilute stockholder’s
interest in the Company as each stockholder will hold the same percentage of common stock outstanding immediately following the Reverse
Split as that stockholder held immediately prior to the Reverse Split, except for immaterial adjustments that may result from the treatment
of fractional shares as described above. The Reverse Split will have no effect on the voting rights of the outstanding shares of Common
Stock.
Following the Name Change, any stock certificates
that reflect the former name of the Company will continue to be valid. Certificates reflecting the Name Change will be issued in due course
as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.
The summary of the Certificate of Amendment does
not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which
is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
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.
|
BAIYU Holdings, Inc. |
|
|
|
Date: October 20, 2023 |
By: |
/s/ Renmei Ouyang |
|
Name: |
Renmei Ouyang |
|
Title: |
Chief Executive Officer |
3
Exhibit
3.1
|
Delaware
The First State
|
Page 1 |
I,
JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF AMENDMENT OF “TD HOLDINGS, INC.”, CHANGING ITS NAME FROM “TD HOLDINGS, INC.” TO “BAIYU HOLDINGS, INC.”,
FILED IN THIS OFFICE ON THE NINETEENTH DAY OF OCTOBER, A.D. 2023, AT 10:26 O’CLOCK A.M.
5082308 8100 |
|
Authentication: 204406989 |
SR# 20233767299 |
|
Date: 10-19-23 |
You may verify this certificate online at corp.delaware.gov/authver.shtml |
|
State of Delaware |
|
|
Secretary of State |
|
|
Division of Corporations |
|
|
Delivered 10:26 AM 10/19/2023 |
STATE OF DELAWARE |
|
FILED 10:26 AM
10/19/2023 |
CERTIFICATE OF AMENDMENT |
|
SR 20233767299 - File
Number 5082308 |
OF CERTIFICATE OF INCORPORATION |
|
The corporation
organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST:
Through an action by unanimous written consent of the Board of Directors of TD Holdings, Inc. in accordance with Section 141(f) of
the General Corporation Law of the State of Delaware (the “DGCL”),
resolutions were duly adopted setting forth proposed amendments of the Certificate of Incorporation of said corporation, declaring
said amendments to be advisable and submitting the same for consideration by the stockholder of said corporation. The resolution setting
forth the proposed amendments are as follows:
RESOLVED,
that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “FIRST” so
that, as amended, said ARTICLE shall be and read as follows:
“FIRST: The name of the Corporation
is BAIYU HOLDINGS, INC.”
RESOLVED,
that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “FOURTH” so
that, as amended, said ARTICLE shall be and read as follows:
“FOURTH: The total
number of shares which the Corporation shall have the authority to issue is Six Hundred and Fifty Million (650,000,000) shares of
two classes of capital stock to be designated respectively preferred stock (“Preferred Stock”) and common stock
(“Common Stock”). The total number of shares of Common Stock the Corporation shall have authority to issue is
600,000,000 shares, par value $0.001 per share. The total number of shares of Preferred Stock the Corporation shall have authority
to issue is 50,000,000 shares, par value $0.001 per share. The Preferred Stock authorized by this Certificate of Incorporation may
be issued in series. The Board of Directors is authorized to establish series of Preferred Stock and to fix, in the manner and to
the full extent provided and permitted by law, the rights, preferences and limitations of each series of the Preferred Stock and the
relative rights, preferences and limitations between or among such series including, but not limited to:
| (l) | the designation of each series and the number of shares that
shall constitute the series; |
| (2) | the rate of dividends, if any, payable on the shares of each
series, the time and manner of payment and whether or not such dividends shall be cumulative; |
| (3) | whether shares of each series may be redeemed and, if so,
the redemption price and the terms and conditions of redemption; |
| (4) | sinking fund provisions, if any, for the redemption or purchase
of shares of each series which is redeemable; |
| (5) | the amount, if any, payable upon shares of each series in
the event of the voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the manner and preference of
such payment; and |
| (6) | the voting rights, if any, in the shares of each series and
any conditions upon the exercising of such rights. |
Upon the
filing and effectiveness (the “Effective
Time”)
of this Certificate of Amendment of Certificate of Incorporation of the Corporation, each fifty (50) shares of the Corporation’s
common stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time shall automatically be reclassified,
combined, and converted into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by
the Corporation or the holder thereof, subject to the treatment of fractional interests as described below the (“Reverse
Stock Split”).
Notwithstanding the immediately preceding sentence, no fractional shares will be issued in connection with the Reverse Stock Split.
Stockholders of record who otherwise would receive fractional shares will be entitled to round up their fractional share to the nearest
whole share. No stockholder will receive cash in lieu of fractional shares. Each certificate that immediately prior to the Effective
Time represented shares of Common Stock (the “Old
Certificates”)
shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old
Certificate shall have been combined, subject to the adjustment for fractional shares as described above.”
SECOND:
That, by written consent executed in accordance with Section 228 of the DGCL, the holders of a majority of the outstanding stock of
the corporation entitled to vote thereon, and the holders of a majority of the outstanding stock of each class entitled to vote
thereon as a class, was given written notice of the proposed amendments to the Certificate of Incorporation and voted in favor of
the adoption of the amendments to the Certificate of Incorporation. The necessary number of shares as required by statute were voted
in favor of the amendments.
THIRD: That said amendments
were duly adopted in accordance with the provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, the
said corporation has caused this certificate to be signed this 19th day of October, 2023.
|
BAIYU Holdings, Inc.
|
|
|
|
|
By: |
/s/
Renmei Ouyang |
|
Name: |
Renmei Ouyang |
|
Title: |
Chairwoman and Chief Executive Officer |
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