Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
26 Mai 2022 - 10:27PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of May 2022
Commission
File Number: 001-38208
Dragon
Victory International Limited
Suite
1508, Central Plaza
18
Harbour Road, Wan Chai, Hong Kong
China
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Entry
into Material Definitive Agreement
On
May 26, 2022, Dragon Victory International Limited (the “Company”) entered into a Consulting and Warrant Issuance
Agreement (the “Consulting Agreement”) with Jing Hu, Sek Yee Khor, and Jiaping Sun (collectively, the “Consultants”,
and each, a “Consultant”). Pursuant to the Consulting Agreement, the Consultants agreed to provide certain services
to the Company in connection with the business operation of a joint venture company formed by the Company and Antalpha Technologies Limited
on October 29, 2021 (the “Joint Venture Company”). The services to be provided by the Consultants, include, among
other things, the following: (1) establishing a proprietary system for cryptocurrency derivatives trading; (2) designing different structure
products for use in trading with counterparties; (3) optimizing internal pricing and dynamic hedging models; (4) ongoing monitoring and
improving of the proprietary system to maximize the return of invested capital and grow the size of proprietary assets; (5) assisting
in the hiring process and establishment of a team for the development of the Joint Venture Company; and (6) providing industry expertise
to help shape the Joint Venture Company’s long-term strategy.
Pursuant
to the Consulting Agreement, the Company agreed to issue (i) warrants to Jing Hu to purchase an aggregate of 200,000 ordinary shares,
par value $0.0001 per share, of the Company (“Ordinary Shares”) (the “Hu Warrants”), (ii) warrants
to Sek Yee Khor to purchase an aggregate of 200,000 Ordinary Shares (the “Khor Warrants”), and (iii) warrants to Jiaping
Sun to purchase an aggregate of 100,000 Ordinary Shares (the “Sun Warrants”; the Sun Warrants, together with the Hu
Warrants and the Khor Warrants, the “Warrants”).
The
Warrants will become exercisable once issued, with an exercise price that is the lower of (i) $1.5 per share and (ii) 88% of the lowest
daily volume-weighted average price (“VWAP”) of the Ordinary Shares for the 10-trading-day period immediately prior
to the exercise of the Warrants, and will expire five years after issuance.
In
addition, the Company also agreed that, as soon as practicable, and in no event later than 60 days after the execution of the Warrants
pursuant to the Consulting Agreement, the Company shall file with the U.S. Securities and Exchange Commission (the “SEC”)
(at the Company’s sole cost and expense) a registration statement (the “Resale Registration Statement”), which
Resale Registration Statement shall be on Form F-3, if eligible, registering the resale of the Ordinary Shares issuable upon exercise
of the Warrants.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the Consulting Agreement. A copy of the Consulting Agreement
is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary of the terms of the Consulting Agreement
is subject to, and qualified in the entirety by, such document.
EXHIBIT
INDEX
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, thereunto duly authorized.
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Dragon Victory International Limited |
|
|
|
|
By: |
/s/ Limin
Liu |
|
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Limin Liu |
|
|
Chief Executive Officer |
Date:
May 26, 2022
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