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): June 21, 2018

 

SEVEN STARS CLOUD GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 001-35561 20-1778374
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

Seven Stars Cloud

55 Broadway, 19th Floor

New York, New York 10006

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: 212-206-1216

 

 

(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 (see General Instruction A.2. below):

 

¨    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.    ¨

 

 

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Item 1.01Entry Into A Material Definitive Agreement.

 

On July 24, 2018, Seven Stars Cloud Group, Inc. (the “Company”) entered into a Share Purchase & Option Agreement (the “Purchase Agreement”) with Star Thrive Group Limited (“Star”), a British Virgin Islands corporation, pursuant to which Star will purchase 12,568,306 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) for $23,000,000 (the “Investment”). The Investment will be made over 6 separate monthly closings between now and December 31, 2018. The Company also granted to Star a share purchase option (the “Call Option”) pursuant to which the Purchaser may, within 24 months after July 24, 2018, purchase from the Company such number of shares of Common Stock that would bring Star’s total ownership of the Company’s issued and outstanding shares up to 19.5% on a fully diluted basis, at a price equal to 95% of the weighted average trading price of the Common Stock within 3 months prior to the exercise date of the Call Option. The Purchase Agreement contains customary representations, warranties and covenants.

 

On June 21, 2018, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with Sun Seven Stars Investment Group Limited, a British Virgin Islands corporation (“SSSIG”), an affiliate of Bruno Wu, the Company’s Chairman and Chief Executive Officer, pursuant to which SSSIG purchased $3 million of Common Stock at the then market price.

  

The foregoing descriptions of the Purchase Agreement and the Subscription Agreement are not purported to be complete and is qualified in its entirety by reference to the complete text of such agreement which will be filed as an exhibit to a Form 10-Q of the Company, as required.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The information pertaining to the sale of shares of the Common Stock discussed in Item 1.01 of this Form 8-K is incorporated herein by reference in its entirety.

 

The Company issued the shares of its Common Stock in reliance on exemptions from registration provided by Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D promulgated thereunder and/or Regulation S under the Securities Act.

 

Item 8.01 Other Events.

 

On July 30, 2018, the Company issued a press release announcing the entry into the Purchase Agreement and the Subscription Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

  

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
99.1   Press Release, dated July 30, 2018.

 

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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 hereunto duly authorized.

 

  SEVEN STARS CLOUD GROUP, INC.
   
Date: July 30, 2018 By:  /s/ Bruno Wu
  Bruno Wu
  Chief Executive Officer and Chairman of the Board  

 

 

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Exhibit 99.1

  

Seven Stars Cloud Raises $26 Million USD from Various Strategic Investors

  

NEW YORK, July 30, 2018 /PRNewswire/ -- Seven Stars Cloud Group, Inc. (NASDAQ: SSC) ("SSC" or the "Company"), is pleased to announce that the Company has successfully raised $26M from various leading strategic investors. These investors consist of notable parties such as the following:

 

1.

Star Thrive Group Limited - part of the well-known Changan Investment Group Company Ltd. The investment firm offers fund management, futures brokerage, securities trading, real estate development and management. SSC intends to work closely with Changan Investment Group on the China Operations Center in Xian, China, its supply chain finance and digital settlement blockchain hub linking free trade zones throughout Asia. This represents significant strategic value and synergies to SSC, across its supply chain and blockchain strategy. Star Thrive Group Limited has subscribed to purchase 12,568,306 shares of Common Stock (“Common Stock”) in SSC for $23M.

 

Additionally, SSC is aware that two entities held by its Chairman have sold 6 million shares of SSC Common Stock to Star Thrive Group Limited on substantially similar terms.

 

Mr. Wu’s affiliate company in Asia, Sun Seven Stars (“SSS”) and Changan Investment Group agreed to form a joint venture to build out an SSS Operations Center in Xian, China, with approximately $1.5B in investment. It is expected that SSC will also have its own Operations Center here, as part of the SSS Operations Center, in order to drive future technology and go to market use cases in Asia and roll-up the relevant investments and operations into the SSC Global Headquarters for Technology and Innovation in West Hartford, Connecticut. This strategy will continue to drive SSC’s overall commitment to innovation, research, development, and thought leadership across blockchain, AI, and other key technologies as part of its ecosystem. The companies, SSC, SSS, and Changan Investment Group, are committed to the success of this long-term strategy, and co-invest where necessary to lead the global digital revolution.

 

2.Sun Seven Stars – SSS is a leading media and entertainment company in China and has access to significant media content that fits extremely well within SSC’s tech ecosystem, in order to monetize digital media related assets on the Blockchain. SSS has subscribed to a $3M investment in SSC Common Stock at market price. SSS is an affiliate of Mr. Wu.

 

We believe that the above strategic and financial investors each bring a tremendous amount of value to SSC, not only as a result of their financial commitments into SSC, but as a result of the “smart money” they bring to the table in terms of their global reach, deep industry expertise across verticals, and leading partnership opportunities.

  

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About Seven Stars Cloud Group, Inc. (http://www.sevenstarscloud.com/)

SSC is aiming to become a next generation Artificial-Intelligence (AI) & blockchain-powered, fintech service company, focusing on digital asset production and distribution. The Company facilitates and enables the transformation from traditional financial markets into the asset digitization era.  SSC acts as the manager and service provider of an ecosystem for securitization and digital currency tokenization as well as trading system integration.

 

 

 

 

Safe Harbor Statement

This press release contains certain statements that may include "forward looking statements." All statements other than statements of historical fact included herein are "forward-looking statements." These forward looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

 

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Media Contacts

Seven Stars Cloud

Eric Soderberg, Forefront Communications

Phone: 914-414-2884

Email: eric@forefrontcomms.com

 

IR Contacts

Federico Tovar, CFO Seven Stars Cloud

Chad Arroyo, CMO Seven Stars Cloud

SOURCE Seven Stars Cloud Group, Inc.

Email: ir@sevenstarscloud.com