YOSEN GROUP, INC. (OTCMKTS:YOSN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On March 29, 2018, the Company entered into a debt conversion agreement with Qishizhihe Investment Co. Ltd., a British Virgin Island company (“Qishizhihe”), to which Qishizhihe agreed to convert loans in the principal amount of RMB4,500,000 ($717,886) into 10,255,522 shares (the “Shares”) of common stock at a conversion price of $0.07 per share. Qishizhihe had made the loans to loan and security agreements dated December 22, 2016 and June 1, 2016.
On March 29, 2018, the Company entered into an agreement with Zhenggang Wang, who was a director, chief executive officer and chairman of the board of the Company until his resignation on February 1, 2018, to which the Company agreed to sell to Mr. Wang all of the stock in its wholly-owned subsidiary, Capital Future Development Limited, a British Virgin Islands company, in exchange for the transfer by Mr. Wang to the Company of 1,738,334 shares of the Company’s common stock, which represents all of the Company’s common stock owned by Mr. Wang. The shares acquired by the Company will be cancelled. The Company’s former business, which was the distribution of a range of imported products, including digital products, baby products, health nutrition and frozen food, was conducted through Capital Future Development. As previously reported, the Company is treating this business as a discontinued operation and intends to engage in the franchising or operations of upscale restaurants in China.
Item 3.02. Unregistered Sales of Equity Securities
As disclosed in Item 1.01, the Company issued the 10,255,522 shares upon conversion of debt owed by the Company to Qishizhihe. The issuance of the Shares was exempt from registration to Section 3(a)(9) of the Securities Act of 1933 and Regulation S of the Securities and Exchange Commission under the Securities Act. No commission or other remuneration was paid in connection with the conversion of the debt to equity.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Debt conversion agreement dated March 29, 2018, between the Company and Qishizhihe Investment Co. Ltd.* |
| 99.2 | Exchange agreement dated March 29, 2018, between the Company and Zhenggang Wang.* |
* Previously filed.
About YOSEN GROUP, INC. (OTCMKTS:YOSN)
Yosen Group, Inc. (Yosen) operates under a store in store business model. The Company operates approximately eight stores in stores under the brand name Zhejiang YongXin, selling primarily Apple and Samsung products. Yosen operates through two segments: mobile phones and E-Commerce. The mobile phones segment includes the operations of Zhejiang YongXin Digital Technology Company Limited (Zhejiang). The E-Commerce segment includes the operations of Zhejiang Yongxin Lamapai E-commerce Co., Ltd (Zhejiang Lamapai), a cross-border online to offline platform. Yosen distributes its products primarily via the concessionaire agreements with department stores, supermarkets, electronics retail stores and other retailers. Zhejiang Lamapai distributes a range of imported products, including digital products, baby products, health nutrition and frozen food. Zhejiang Lamapai sells the products through its online store, applications on mobile devices and also in physical stores.
