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8-K
SEVEN STARS CLOUD GROUP, INC. filed this Form 8-K on 10/23/2017
Entire Document
 

 

 

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): October 17, 2017

 

SEVEN STARS CLOUD GROUP, INC.
(Exact name of registrant as specified in its charter)

 

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

 

Building B4, Tai Ming International Business Court,

Tai Hu Town, Tongzhou District, Beijing, China 101116
(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. ¨

 

 

 

 

 

Item 1.01.Entry Into A Material Definitive Agreement

  

Wecast Services Group Limited (“Wecast”), a wholly owned subsidiary of Seven Stars Cloud Group, Inc. (the “Company”), has entered into a Technical License Agreement (the “License Agreement”) with Guangxi Dragon Coin Network Technology Co., Ltd. (“Guangxi”), dated October 17, 2017, pursuant to which Wecast has agreed to provide Guangxi with a non-exclusive agreement to license the technology platform from Wecast’s Red Coin Chain JV.

 

Pursuant to the terms of the License Agreement, Guangxi, a subsidiary of Courage Investment Group Limited (1145.HK) (“Courage Investment Group”), will be granted a non-exclusive license from Wecast and the Red Coin Chain JV (“Red Coin”), to use Red Coin’s technology platform specifically and exclusively for real estate based securitization. In exchange and in consideration for, the non-exclusive rights to the technology, the Company will receive 17.9% of the existing total equity of Courage Investment Group, which is Guangxi’s Hong Kong listed parent company. 17.9% of Courage Investment Group’s shares are valued at approximately HK$ 151 million, based on a recent closing price trading price of HK$ 1.76. Based on that, the value of the shares is approximately $18.5 million as of the date of this announcement.

 

The foregoing description of the License Agreement is 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 the Company’s next Quarterly Report on Form 10-Q.

 

Item 8.01. Other Events

 

On October 23, 2017, the Company issued a press release announcing the entry into the License 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.

 

Exhibit   Description
     
99.1   Press Release, dated October 23, 2017.

 

 

 

 

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: October 23, 2017 By: /s/ Bruno Wu  
    Bruno Wu  
    Chief Executive Officer  

 

 

 

 

 

 Exhibit 99.1

 

 

Seven Stars Cloud Announces Technology Licensing Agreement for its Red Coin Chain Securitization Platform

 

·Non-exclusive licensing agreement will be specifically for real estate securitization usage

 

New York, NY, October 23, 2017 – Seven Stars Cloud Group, Inc. (NASDAQ: SSC) (“SSC” or the “Company”), today announced a non-exclusive agreement to license the technology platform from its Red Coin Chain JV (https://www.prnewswire.com/news-releases/seven-stars-cloud-announces-new-jv-red-coin-chain-ltd-300505339.html).

 

Guangxi Dragon Coin Network Technology Co., Ltd, (“the Licensee”), a subsidiary of Courage Investment Group Ltd (1145.HK), will be granted a non-exclusive license from SSC and the Red Coin Chain JV (“Red Coin”), to use Red Coin’s technology platform specifically and exclusively for real estate based securitization.

 

In exchange and in consideration for, the non-exclusive rights to the technology, SSC will receive 17.9% of the existing total equity of Courage Investment Group Limited, which is the Licensee’s HK listed parent company. 17.9% of Courage Investment Group’s shares are valued at approximately HK$ 151 million, based on a recent closing price trading price of HK$ 1.76. That pegs the shares at a value of approximately $18.5 million as of the date of this announcement.

 

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

 

Seven Stars Cloud Group, Inc. (NASDAQ: SSC) is aiming to be a leading Intelligent Industrial Internet (3I) platform, creating an artificial intelligent & fintech-powered, supply chain solution for commercial enterprises. There are 2 Engines that drive our business platform: 1. VPaaS + TPaaS - Supply Chain Management for key industry sectors and leaders including but not limited to Big Commodities, Cross-Border Trade, Consumer Electronics & Energy; 2. Digital Finance Solutions - Supply Chain Finance underwritten by our Global Cornerstone Funds and ABS, Tokenization and Exchange Platforms, which include FINRA and SEC-regulated: Index Exchanges, Initial Coin Offering / Tokenization, ETFs and Derivatives. Both Engines and their various arms will run on 'BASE' technology and infrastructure (Blockchain, Artificial Intelligence, Supply Chain & Exchanges) to power a closed trade ecosystem for buyers and sellers designed to eliminate transactional middlemen and create a more direct and margin-expanding path for principals.

 

 

 

 

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.

 

CONTACT:

Jason Finkelstein

VP, Investor Relations

Seven Stars Cloud Group, Inc.

212-206-1216