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: November 9, 2020

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:

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 x

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. ☐  

Securities registered pursuant to Section 12(b) of the Act:

Item 1.01 Entry into a Material Definitive Agreement.

On November 6, 2020 Organic Agricultural Company Limited (“Organic Agricultural”) entered into a Cooperation Agreement with Unbounded IOT Block Chain Limited (“Unbounded”), an entity with offices in Xiamen City, Fujian Province. The purpose of the Cooperation Agreement is to promote the use of blockchain technology in agriculture, specifically the development of tracing systems for agricultural products, the development of a blockchain-based shopping mall for agricultural products, and related improvements to the agricultural sector of the economy. To accomplish those purposes, the two parties have agreed to organize Tianci Wanguan (Xiamen) Digital Technology Co., Ltd., of which Organic Agricultural will own 51% and Unbounded will own 49%. Each party will provide capital resources to Tianci Wanguan in proportion to its ownership percentage.

The Cooperation Agreement provides that Organic Agricultural will issue shares of its common stock to Unbounded if certain technological goals specified in the Cooperation Agreement are achieved and the revenue goals and other targets that Organic Agricultural and Unbounded set for Tianci Wanguan are met. Within sixty days after these conditions are satisfied, Organic Agricultural will implement a 3.9-for-1 stock split, following which it will issue 20 million common shares to Unbounded. As a result of those transactions, Unbounded will own 25.86% of the outstanding shares of Organic Agricultural. The Cooperation Agreement provides that the voting rights related to the 20 million shares to be issued to Unbounded will be vested in Hao Shuping, who is the principal shareholder of Organic Agricultural.

Item 9.01 Financial Statements and Exhibits

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 hereunto duly authorized.

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