Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
24 Juli 2024 - 10:05PM
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 June 2024
Commission
file number: 001-38206
TDH
HOLDINGS, INC.
(Registrant’s
name)
c/o
Beijing Wenxin Co., Ltd.
Room
1104, Full Tower, 9 East Third Ring Middle Road, Chaoyang District, Beijing
People’s
Republic of 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 ☐
Explanatory
Note:
On
June 7, 2024, pursuant to an Agreement, TDH Holdings, Inc.’s (the “Company’) wholly-owned subsidiary, TDH Income
Corporation (“TDH Income”), a Nevada corporation, sold its 51% equity interests in Far Ling’s Inc. (“Far
Ling’s”), a Missouri Corporation, to Far Ling’s for $428,400 less 51% of the anticipated taxes due under the Asset
Purchase Agreement (defined below).
On
June 7, 2024, pursuant to an Asset Purchase Agreement (the “Asset Purchase Agreement”) TDH Income sold all its assets
to Flying Dragon Cuisine, LLC, a Kansas limited liability company, for $840,000.
On
June 7, 2024, pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”), TDH Income sold its 100% equity
interests in Bo Ling’s Chinese Restaurant, Inc., a Missouri Corporation, to Richard Ng Living Trust U.D.T., 7/19/95 and Far Ling
Ng Living Trust U.D.T., 7/19/95, for $150,000.
In
connection with the consummation of the Agreement, Stock Purchase Agreement and Asset Purchase Agreement the Company’s Board of
Directors had determined that a new business opportunity existed for the change in its business, and the Company will now focus on the
commercial real estate business line and will discontinue its restaurant segment business line. The Board believes this pivot to the
commercial real estate business line is in the best interests of its shareholders due to high costs it was experiencing in the restaurant
segment business line and the Board believes it can obtain stable revenue from rental income and property appreciation income from the
increasing demand in the commercial real estate market from small and medium sized enterprises. Accordingly, on May 20, 2024 a wholly-owned
subsidiary of the TDH Income purchased a commercial real estate property located in Independence, Missouri for approximately $1.3 million
that it is leasing for approximately $91,648.30 per year.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
|
TDH HOLDINGS, INC. |
|
|
|
By: |
/s/
Dandan Liu |
|
|
Dandan Liu |
|
|
Chair and Chief Executive Officer |
Dated:
July 24, 2024
2
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