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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): June 19, 2023
DATASEA INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-38767 | 45-2019013 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
20th Floor, Tower B, Guorui Plaza
1 Ronghua South Road, Technological Development Zone
Beijing, People’s Republic of China 100176
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: +86 10-56145240
Not Applicable
(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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.001 par value | DTSS | The NASDAQ Stock Market LLC |
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 5.07 Submission of Matters to a Vote of Security Holders.
On June 19, 2023, 9:00 PM, ET (June 20, 2023, 9:00 AM, Beijing Time), the Company held its Annual Meeting. As of April 19, 2023 (the “Record Date”), there were 25,601,233 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 17,977,542 shares, or 70.2%, were present in person or represented by proxy, which constituted a quorum. The holders of shares of our common stock are entitled to one vote for each share held. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.
Proposal One: Election of Directors.
To elect Zhixin Liu, Fu Liu, Yan Yang, Stephen (Chun Kwok) Wong and Michael J. Antonoplos, each to serve until the next annual meeting of shareholders or until their respective successors shall have been elected and qualified:
| Nominee | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||||
| Zhixin Liu | 17,974,537 | 0 | 3,005 | 0 | ||||||||||||
| Fu Liu | 17,974,537 | 0 | 3,005 | 0 | ||||||||||||
| Yan Yang | 17,971,960 | 0 | 5,582 | 0 | ||||||||||||
| Stephen (Chun Kwok) Wong | 17,970,076 | 0 | 7,466 | 0 | ||||||||||||
| Michael James Antonoplos | 17,970,046 | 0 | 7,496 | 0 | ||||||||||||
Proposal Two: Ratification of Appointment of Independent Auditor.
To ratify the appointment of Paris Kreit & Chiu CPA LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2023:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||
| 17,866,842 | 110,700 | 0 | 0 | |||||||||||
Proposal Three: Approval of the Amendment to the Company’s 2018 Equity Inventive Plan.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||
| 17,968,839 | 8,601 | 0 | 102 | |||||||||||
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Amendment No. 2 to Datasea Inc.’s 2018 Equity Incentive Plan. | |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). | |
SIGNATURE
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.
Dated: June 20, 2023
| DATASEA INC. | |||
| By: | /s/ Zhixin Liu | ||
| Name: | Zhixin Liu | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 10.1
AMENDMENT NO. 2 TO
DATASEA INC.
2018 EQUITY INCENTIVE PLAN
Datasea Inc, (the “Company”) previously approved and adopted the 2018 Equity Incentive Plan (the “Plan”) to encourage the Plan’s participants to acquire and hold stock in the Company as an added incentive to remain with the Company and increase their efforts in promoting the interests of the Company, and to enable the Company to attract and retain capable individuals. By way of board and stockholder approval on April 27, 2022 (Eastern Time), the Company approved Amendment No. 1 to the Plan, and the Committee was authorized to deliver under the Plan an aggregate of an amount equal to 14,000,000 common shares. By this Amendment, the Company desires to amend the Plan to increase the number of shares available under the Plan.
1. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Plan.
2. The effective date of this Amendment to the Plan shall be June 19, 2023, upon the stockholders’ approval.
3. Section 5(b) of the Plan is amended and revised in its entirety as follows:
4. Grant of Awards; Shares Subject to this Plan; Limitations.
(b) Subject to Sections 3. 11 and 12 of this Plan, the Committee is authorized to deliver under this Plan an aggregate of an amount equal to 24,000,000 common shares. Each Common Share subject to an Option or a Stock Appreciation Right will reduce the number of Common Shares available for issuance by one share, and each Common Share underlying an Award of Restricted Stock, Restricted Stock Units, Stock Bonus Awards and Performance Compensation Awards will reduce the number of Common Shares available for issuance by 1.15 shares.
5. This Amendment shall amend only the provision of the Plan as set forth herein. Those provisions of the Plan not expressly amended hereby shall be considered in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized representative on this April 27, 2023.
Datasea Inc.
| By: | /s/ Zhixin Liu | |
| Name: | Zhixin Liu | |
| Title: | Chairman of the Board and Chief Executive Officer |
April 27, 2023