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): February 28, 2016
| Moxian, Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 000-55017 | 27-3729742 | ||
(state or other jurisdiction of incorporation) |
(Commission File Number) | (IRS
Employer |
| Block A, 9/F, Union Plaza, 5022 Binjiang Avenue, Futian District, Shenzhen City, Guangdong Province, China |
| (address of principal executive offices) (zip code) |
| Tel: +86 (0)755-66803251 |
| (registrant’s telephone number, including area code) |
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 (see General Instruction A.2. below):
| ☐ | 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)) |
Item 3.02 Unregistered Sales of Equity Securities.
On February 29, 2016, Moxian, Inc. (“the Company”) completed the sale of a total of 8,190,000 shares of the Company Common Stock pursuant to the Subscription Agreement entered to and between the Company and Beijing Xinhua Huifeng Equity Investment Center (Limited Partnership) (“Xinhua”) on June 4, 2015 for an aggregate purchase price of $8,190,000, or $1.00 per share.
The Shares have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration under or an applicable exemption from such registration requirements. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to purchase, the Shares in any jurisdiction in which such offer or solicitation would be unlawful.
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MOXIAN, INC. | ||
| Date: March 8, 2016 | By: | /s/ James Mengdong Tan |
| Name: James Mengdong Tan | ||
| Title: Chief Executive Officer | ||
3