6-K
AIOS Tech Inc. (AIOS)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16Under
the Securities Exchange Act of 1934
For the six months ended June 30, 2020
Commission File Number: 001-37829
NISUN INTERNATIONAL ENTERPRISE
DEVELOPMENT GROUP CO., LTD
(Registrant’s name)
C9, 99 Danba Rd
Putuo District, Shanghai
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:
The Registrant is furnishing this Report on Form 6-K to provide the six-month interim financial statements for the period ended June 30, 2020 and incorporate such financial statements into the Company’s registration statements referenced below.
This Form 6-K is hereby incorporated by reference into the registration statements of the Registrant on Form S-8 (Registration Number 333-236843) and Form F-3 (Registration Number 333-222995) and into each prospectus outstanding under the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Financial Statements and Exhibits.
The following exhibit is attached.
| Exhibit | Description |
|---|---|
| 99.1 | Unaudited Condensed Consolidated Financial Statements for the Six Months Ended June 30, 2020 |
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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: December 31, 2020 | By: | /s/ Xiaoyun Huang |
| Name: | Xiaoyun Huang | |
| Title: | Chief Executive Officer<br><br> <br>(Principal Executive Officer) and Duly Authorized<br> Officer |
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Exhibit 99.1
NISUN INTERNATIONAL ENTERPRISE DEVELOPMENTGROUP CO., LTD AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
As OF JUNE 30, 2020 AND DECEMBER 31,2019
(EXPRESSED INUS DOLLARS)
| December 31, <br> 2019* | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | 15,916,743 | $ | 2,756,490 | ||
| Restricted cash | 5,773 | 25,016 | |||
| Accounts receivable, net | 5,163,159 | 1,233,038 | |||
| Interest receivable | 103,785 | - | |||
| Prepayments and advances to suppliers, net | 1,371,230 | 171,027 | |||
| Other receivables, net | 4,061,751 | 101,111 | |||
| Loan to third parties - current portion | 6,239,266 | 2,434,715 | |||
| Due from Hebron HK | 9,199,014 | 9,201,432 | |||
| Short-term investment | 1,427,085 | - | |||
| Prepaid expenses and other current assets | 60,497 | 8,064 | |||
| Assets to be divested - current | 29,593,848 | 36,985,779 | |||
| TOTAL CURRENT ASSETS | 73,142,151 | 52,916,672 | |||
| NON-CURRENT ASSETS | |||||
| Property and equipment, net | 652,075 | 287,057 | |||
| Intangible assets, net | 3,863,269 | 4,189,350 | |||
| Operating lease right-of-use assets, net | 1,673,007 | 502,670 | |||
| Loans to third parties - long-term portion | 3,113,898 | 2,872,820 | |||
| Equity investments | 493,394 | 500,715 | |||
| Goodwill | 23,283,990 | 11,074,864 | |||
| Deferred tax assets, net | 19,748 | 20,040 | |||
| Assets to be divested – non-current | 18,600,560 | 21,636,501 | |||
| TOTAL NON-CURRENT ASSETS | 51,699,941 | 41,084,017 | |||
| TOTAL ASSETS | 124,842,092 | $ | 94,000,689 | ||
| LIABILITIES | |||||
| CURRENT LIABILITIES | |||||
| Accounts payable | 566,832 | $ | 224,045 | ||
| Accrued expenses and other current liabilities | 2,987,286 | 674,169 | |||
| Operating lease liabilities - current | 853,237 | 138,133 | |||
| Advances from customer | 824,071 | 28,728 | |||
| Taxes payable | 1,532,435 | 138,157 | |||
| Due to related parties - current | 997,819 | 7,759,443 | |||
| Consideration for acquisition | 25,477,346 | - | |||
| Liabilities to be divested - current | 28,826,594 | 28,472,022 | |||
| TOTAL CURRENT LIABILITIES | 62,065,620 | 37,434,697 | |||
| Operating lease liabilities – non-current | 826,319 | 368,019 | |||
| Deferred tax liabilities | 709,190 | 805,826 | |||
| Liabilities to be divested – non-current | 1,355,689 | 1,456,634 | |||
| TOTAL LIABILITIES | 64,956,818 | 40,065,176 | |||
| SHAREHOLDERS’ EQUITY: | |||||
| Class A common stock, 0.001 par value, 40,000,000 and 40,000,000 shares authorized, 18,992,403 and 17,710,471 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively. | 18,992 | 17,710 | |||
| Additional paid-in capital | 41,143,042 | 28,369,076 | |||
| Retained earnings | 21,326,570 | 27,472,766 | |||
| Accumulated other comprehensive loss | (2,593,523 | ) | (1,914,232 | ) | |
| COMMON SHAREHOLDERS’ EQUITY | 59,895,081 | 53,945,320 | |||
| Non-controlling interests | (9,807 | ) | (9,807 | ) | |
| TOTAL SHAREHOLDERS’ EQUITY | 59,885,274 | 53,935,513 | |||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 124,842,092 | $ | 94,000,689 |
All values are in US Dollars.
*The amounts have been reclassified to conform with the Company’s decision to classify Hebron HK as assets and liabilities to be divested.
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NISUN INTERNATIONAL ENTERPRISE DEVELOPMENTGROUP CO., LTD AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OFOPERATIONS AND COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2020AND 2019
(EXPRESSED IN US DOLLARS)
(Unaudited)
| For the Six Months Ended<br> June 30, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| REVENUE | ||||||
| SME financing solutions | $ | 13,259,133 | $ | - | ||
| Supply chain solutions | 193,783 | - | ||||
| Other financing solutions | 21,120 | - | ||||
| TOTAL REVENUE | 13,474,036 | - | ||||
| COST OF REVENUE AND RELATED TAX | ||||||
| Cost of revenue | (5,266,144 | ) | - | |||
| Business and sales related tax | (68,391 | ) | - | |||
| GROSS PROFIT | 8,139,501 | - | ||||
| OPERATING EXPENSES | ||||||
| Selling expenses | 450,426 | 15,281 | ||||
| General and administrative expenses | 3,357,386 | 336,387 | ||||
| Research and development expenses | 59,496 | - | ||||
| Total operating expenses | 3,867,308 | 351,668 | ||||
| INCOME (LOSS) FROM OPERATIONS | 4,272,193 | (351,668 | ) | |||
| OTHER INCOME (EXPENSE) | ||||||
| Interest and investment income | 180,513 | - | ||||
| Other income (expense), net | 2,941 | (657 | ) | |||
| Total other income (expense), net | 183,454 | (657 | ) | |||
| INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 4,455,647 | (352,325 | ) | |||
| PROVISION FOR INCOME TAXES | 307,354 | - | ||||
| NET INCOME (LOSS) FROM CONTINUING OPERATIONS | $ | 4,148,293 | $ | (352,325 | ) | |
| LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX | (10,294,489 | ) | (325,026 | ) | ||
| NET INCOME(LOSS) | $ | (6,146,196 | ) | $ | (677,351 | ) |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||||
| Foreign currency translation adjustment | (679,291 | ) | 53,784 | |||
| TOTAL COMPREHENSIVE (LOSS) | $ | (6,825,487 | ) | $ | (623,567 | ) |
| Basic and diluted income (loss) per common share | ||||||
| Income per share from continuing operations | $ | 0.23 | $ | (0.02 | ) | |
| Loss per share from discontinued operations | (0.57 | ) | (0.02 | ) | ||
| Total | $ | (0.34 | ) | $ | (0.04 | ) |
| Weighted average number of shares outstanding | ||||||
| Basic and diluted | 18,167,603 | 16,269,577 |
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NISUN INTERNATIONAL ENTERPRISE DEVELOPMENTGROUP CO., LTD AND UBSIDIARIES
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MOTHS ENDED JUNE 30, 2020AND 2019
(EXPRESSED IN US DOLLARS)
(Unaudited)
| For the Six Months Ended<br> June 30, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net income (loss) | $ | (6,146,196 | ) | $ | (677,351 | ) |
| Net loss from discontinued operations | (10,294,489 | ) | (325,026 | ) | ||
| Net income (loss) from continued operations | 4,148,293 | (352,325 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||
| Depreciation and amortization | 622,812 | - | ||||
| Stock-based compensation | 860,457 | - | ||||
| Loss (income) from investments | (114,930 | ) | - | |||
| Deferred tax expense (benefit) | (85,246 | ) | - | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (40,711 | ) | - | |||
| Prepaid expenses and other current assets | (3,742,853 | ) | - | |||
| Accounts payable | 347,340 | - | ||||
| Advance from customers | 797,100 | - | ||||
| Taxes payable | 231,784 | - | ||||
| Operating lease liabilities | (141,625 | ) | - | |||
| Accrued expenses and other current liabilities | (511,492 | ) | - | |||
| Net Cash Provided by (Used in) Operating Activities from Continuing Operations | 2,370,929 | (352,325 | ) | |||
| Net Cash (Used in) Operating Activities from Discontinued Operations | (510,306 | ) | (209,040 | ) | ||
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 1,860,623 | (561,365 | ) | |||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Acquisition of property and equipment | (25,768 | ) | - | |||
| Purchase of intangible asset | (22,713 | ) | - | |||
| Acquisition of cash in connection with acquisition of Nami | 5,062,170 | - | ||||
| Repayments from loans to third parties | 1,706,351 | - | ||||
| Payments made for loans to third parties | (284,392 | ) | - | |||
| Net cash provided from investing activities from continuing operations | 6,435,648 | - | ||||
| Net cash (used in) investing activities from discontinued operations | - | (12,429 | ) | |||
| NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 6,435,648 | (12,429 | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Repayment made to related party | (6,678,943 | ) | - | |||
| Proceeds from private placement | 6,503,378 | - | ||||
| Capital contribution by majority shareholder | 4,550,000 | - | ||||
| Net cash provided from investing activities from continuing operations | 4,374,435 | |||||
| Net cash (used in) investing activities from discontinued operations | - | (404,751 | ) | |||
| NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 4,374,435 | (404,751 | ) | |||
| EFFECT OF EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS | (40,002 | ) | 27 | |||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 12,630,704 | (978,518 | ) | |||
| Cash and cash equivalent and restricted cash from continuing operations - Beginning | 2,781,506 | 631 | ||||
| Cash and cash equivalent and restricted cash from discontinued operations - Beginning | 696,157 | 3,071,612 | ||||
| CASH AND CASH EQUIVALENT AND RESTRICTED CASH-BEGINNING | 3,477,663 | 3,072,243 | ||||
| Cash and cash equivalent and restricted cash from continuing operations - Ending | 15,922,516 | 93 | ||||
| Cash and cash equivalent and restricted cash from discontinued operations - Ending | 185,851 | 2,093,632 | ||||
| CASH AND CASH EQUIVALENT AND RESTRICTED CASH-ENDING | $ | 16,108,367 | $ | 2,093,725 | ||
| SUPPLEMENTAL CASH FLOW DISCLOSURES: | ||||||
| Cash paid for income taxes | $ | 13,972 | $ | - | ||
| Cash paid for interest | $ | - | $ | - | ||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: | ||||||
| Financing for acquisition of Nami | $ | 25,477,346 | $ | - | ||
| Accrued lease liabilities | $ | 1,679,556 | - | |||
| CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATION ARE COMPRISED OF THE FOLLOWING: | ||||||
| Cash and cash equivalent | $ | 15,916,743 | $ | 93 | ||
| Restricted cash | 5,773 | - | ||||
| Total cash, cash equivalents and restricted cash | $ | 15,922,516 | $ | 93 |
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