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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 2023
Commission File Number: 001-37829
NISUN INTERNATIONAL ENTERPRISE
DEVELOPMENT GROUP CO., LTD
(Registrant’s name)
21F, 55 Loushanguan Rd
Changning District
Shanghai 200336
People’s Republic of China
(Address of principal executive offices)
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 on paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
On May 2, 2023, the Board of Directors of Nisun International Enterprise Development Group Co., Ltd (the “Company”) approved a proposal to effect a reverse share split of the Company’s authorized shares including issued Class A Common Shares (the “Reverse Share Split”) at the ratio of one-for-ten.
Reason for the Reverse Share Split
The Reverse Share Split is being effected to enable the Company to meet the NASDAQ continued listing standards relating to the minimum bid price (with which the Company was previously advised it was non-compliant).
Effects of the Reverse Share Split
Effective Date; Symbol; CUSIP Number. The Reverse Share Split will become effective on May 17, 2023 and will be reflected with NASDAQ Capital Market and in the marketplace at the open of business on May 18, 2023 (the “Effective Date”), whereupon the Class A Common Shares begin trading on a split-adjusted basis. In connection with the Reverse Share Split, the Company’s Class A Common Shares continue to trade on NASDAQ Capital Market under the symbol “NISN” but trade under a new CUSIP Number, G6593L122.
Split Adjustment; No Fractional Shares. On the Effective Date, the total number of the Company’s Class A Common Shares held by each shareholder will be converted automatically into the number of whole Class A Common Shares equal to (i) the number of issued and outstanding Class A Common Shares held by such shareholder immediately prior to the Reverse Share Split, divided by (ii) ten (10).
No fractional common shares will be issued to any shareholders in connection with the Reverse Share Split. The Company will purchase, redeem or otherwise acquire at market value any fractional shares.
Non-Certificated Shares; Certificated Shares. Shareholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Reverse Share Split will automatically be reflected in their brokerage accounts.
Shareholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Share Split to each requesting shareholder.
Transhare Corporation
17755 North US Highway 19
Suite 140
Clearwater, Florida 33764
Tel: (303) 662-1112
Fax: (727) 269-5616
Please contact Transhare Corporation for further information, related costs and procedures before sending any certificates.
Authorized Shares. At the time the Reverse Share Split is effective, our authorized common shares will be consolidated at the ratio of one-for-ten; all 310,000,000 authorized common shares, divided into (i) 300,000,000 Class A Common Shares, each with a par value of US$0.001, and (ii) 10,000,000 Class B Common Shares, each with a par value of US$0.001, will be consolidated into 31,000,000 common shares, divided into (i) 30,000,000 Class A Common Shares, each with a par value of US$0.01, and (ii) 1,000,000 Class B Common Shares, each with a par value of US$0.01.
Capitalization. Immediately prior to the Effective Date, there were 40,057,159 Class A Common Shares outstanding. As a result of the Reverse Share Split, there are approximately 4,005,715 Class A Common Shares outstanding (subject to redemptions of fractional shares).
EXHIBIT INDEX
| Exhibit | Description | |
| 99.1 | Press release dated May 17, 2023 |
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.
| NISUN INTERNATIONAL ENTERPRISE DEVELOPMENT GROUP CO., LTD | ||
| Date: May 17, 2023 | By: | /s/ Xiaoyun Huang |
| Name: | Xiaoyun Huang | |
| Title: |
Chief Executive Officer (Principal Executive Officer) and Duly Authorized Officer |
|
3
Exhibit 99.1
Nisun International Enterprise Development Group Co., Ltd Announces 1-for-10 Common Share Consolidation
SHANGHAI, May 17, 2023 /PRNewswire/ -- Nisun International Enterprise Development Group Co., Ltd (“Nisun” or the “Company”) (Nasdaq: NISN) announced today that the Company’s Board of Directors approved on May 2, 2023 to effect a share consolidation of the Company’s common shares at the ratio of one-for-ten with the market effective date of May 18, 2023.
The objective of the share consolidation is to enable the Company to regain compliance with NASDAQ Marketplace Rule 5550(a)(2) and maintain its listing on Nasdaq.
Beginning with the opening of trading on May 18, 2023, the Company’s Class A Common Shares will trade on the NASDAQ Capital Market on a split-adjusted basis, under the same symbol “NISN” but under a new CUSIP Number, G6593L122.
As a result of the share consolidation, each ten common shares outstanding will automatically combine and convert to one issued and outstanding common share without any action on the part of the shareholder. No fractional common shares will be issued to any shareholders in connection with the share consolidation, and such fractional shares will be redeemed by the Company.
The share consolidation will reduce the number of Class A Common Shares issued and outstanding from approximately 40,057,159 to approximately 4,005,715 (subject to the redemption of the fractional shares at the closing price of the Class A Common Shares on May 17, 2023). The authorized number of common shares will be reduced by the same one-for-ten ratio from 310,000,000 authorized common shares, divided into 300,000,000 Class A Common Shares and 10,000,000 Class B Common Shares, to 31,000,000 common shares, divided into 30,000,000 Class A Common Shares and 1,000,000 Class B Common Shares.
About Nisun International Enterprise Development Group Co., Ltd
Nisun International Enterprise Development Group Co., Ltd (NASDAQ: NISN) is a technology-driven, integrated supply chain solutions provider focused on transforming the corporate finance industry. Leveraging its rich industry experience, Nisun is dedicated to providing professional supply chain solutions to Chinese and foreign enterprises and financial institutions. Through its subsidiaries, Nisun provides users with professional solutions for technology supply chain management, technology asset routing, and digital transformation of tech and finance institutions, enabling the industry to strengthen and grow. At the same time, Nisun continues to deepen the field of industry segmentation through industrial and financial integration, by cultivating/creating an ecosystem of openness and empowerment. Nisun has built a linked platform that incorporates supply chain, banking, securities, trust, insurance, funds, state-owned enterprises, among other businesses. Focusing on industry-finance linkages, Nisun aims to serve the upstream and downstream of the industrial supply chain while also assisting with supply-side sub-sector reform. For more information, please visit http://ir.nisun-international.com/.
Cautionary Note Regarding Forward-Looking Statements
This press release contains information about Nisun’s view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets into its portfolio of products and services, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary to meet the requirements of its clients, and its ability to protect its intellectual property. Nisun encourages you to review other factors that may affect its future results in Nisun’s registration statement and in its other filings with the Securities and Exchange Commission. Nisun assumes no obligation to update or revise its forward-looking statements as a result of new information, future events or otherwise, except as expressly required by applicable law.
Contacts
Nisun International Enterprise Development Group Co., Ltd
Investor Relations
Tel: +86 (21) 2357-0055
Email: ir@cnisun.com
Ascent Investor Relations LLC
Tina Xiao
Tel: +1 (917) 609 0333
Email: tina.xiao@ascent-ir.com