Item 1.01. Entry into a Material Definitive Agreement
On April 5, 2021, China Green Agriculture, Inc. (the "Company") entered into
certain Security Purchase Agreement (the "SPA") with certain "non-US persons" as
defined in Regulation S ("Regulation S") promulgated under Securities Act of
1933, as amended (the "Securities Act") (the "Purchasers") in connection with a
private placement offering (the "Offering") of 2 million shares ("Shares") of
common stock, par value $0.001 per share, of the Company. The purchase price per
share of the Offering is $7.00. The transaction contemplated in the SPA closed
simultaneously with the execution of the SPA.
The Shares to be issued in the Offering are exempt from the registration
requirements of the Securities Act, pursuant to Section 4(a) (2) of the
Securities Act and/or Regulation S.
The net proceeds to the Company from the Offering will be approximately $14
million. The proceeds may be used for general corporate purposes.
The SPA also contains customary representation and warranties of the Company and
the Purchasers, indemnification obligations of the Company, termination
provisions, and other obligations and rights of the parties.
The Form of SPA is filed as Exhibits 10.1 to this Current Report on Form 8-K and
such document is incorporated herein by reference. The foregoing is only a brief
description of the material terms of the SPA, and it does not purport to be a
complete description of the rights and obligations of the parties thereunder and
is qualified in its entirety by reference to such exhibits.
Item 3.02. Unregistered Sales of Equity Securities
On April 5, 2021, the Company issued 2 million Shares of the Company's Common
Stock, par value $0.001 per share, pursuant to certain SPA dated April 5, 2021
to the Purchasers. The Shares issued in the Offering are exempt from the
registration requirements of the Securities Act, pursuant to Section 4(a)(2) of
the Securities Act and/or Regulation S promulgated thereunder.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Form of Stock Purchase Agreement by and among the Company and the
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