Dunxin Financial (DXFFY) 6-KSecurities Purchase Agreement

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 October 2024

Commission file number: 001-34958

23rd Floor, Lianfa International Building

128 Xudong Road, Wuchang District

Wuhan City, Hubei Province 430063

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 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): ☐

On October 25 2024, Dunxin Financial Holdings Limited, a Cayman Islands exempted company (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Bucktown Capital, LLC, a Utah limited liability company (the “Investor”), pursuant to which the Company issued the Investor an unsecured promissory note on October 25, 2024 in the original principal amount of US$162,500.00 (the “Note”), convertible into ADSs, each representing four hundred and eighty (480) ordinary shares, par value US$0.00005 per share, for US$150,000.00 in gross proceeds.

The Note bears interest at a rate of 8% per annum compounding daily. All outstanding principal and accrued interest on the Note will become due and payable on the date (the “Maturity Date”) that is nine (9) months after the purchase price of the Note is delivered by the Investor to the Company (the “Purchase Price Date”). The Note includes an original issue discount of $7,500.00 along with $10,000.00 for the Investor’s fees, costs and other transaction expenses incurred in connection with the purchase and sale of the Note. The Company may prepay all or a portion of the Note at any time by paying 120% of the outstanding balance elected for pre-payment. The Investor has the right at any time after the six (6) months from the Purchase Price Date until the outstanding balance has been paid in full, at its election, to convert all or any portion of the Note into fully paid and non-assessable ADSs of the Company. ADSs shall be issued at a conversion price of seventy-five percent (75%) multiplied by the lowest daily VWAP during the ten (10) trading days immediately preceding the applicable measurement date less $0.03 (or other actual amount) to cover ADS issuance fees paid by the Investor. In addition, the Investor agreed that in any given calendar week (being from Sunday to Saturday of that week), the number of ADSs sold by it in the open market will not be more than fifteen percent (15%) of the weekly trading volume for the ADSs during any such week, provided that the restriction will end 30 days after satisfaction in full of the Note.

Under the Purchase Agreement, while the Note is outstanding, the Company agreed to keep adequate public information available. Upon the occurrence of a Trigger Event (as defined in the Note), the Investor shall have the right to increase the balance of the Note by 15% for Major Trigger Event (as defined in the Note) and 5% for Minor Trigger Event (as defined in the Note).

In addition, the Note provides that upon occurrence of an Event of Default, the interest rate shall accrue on the outstanding balance at the rate equal to the lesser of twenty-two percent (22%) per annum or the maximum rate permitted under applicable law.

On October 28, 2024, the transaction contemplated by the Purchase Agreement was closed as all the closing conditions of as set forth therein have been satisfied.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The foregoing descriptions of the Purchase Agreement and the Note are summaries of the material terms of such agreements, do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and the Note, which are attached hereto as Exhibits 99.1 and 99.2. 

Exhibits

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, thereunto duly authorized.