Bon Natural Life Ltd 6-K, filed Nov 30, 2022
Bon Natural Life Ltd (BON)
About this 6-K
Bon Natural Life Ltd filed this 6-K on November 30, 2022.
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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of November 2022
Commission File Number 001-40517
BON NATURAL LIFE LIMITED
(Translation of registrant’s name into English)
25F, Rongcheng Yungu, Keji 3rd Road
Xi’an Hi-Tech Zone, Xi’an, China
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): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Results of Extraordinary General Meeting; Approval of Amended and Restated Memorandum and Articles; Approval of Equity Incentive Plan
On November 28, 2022 in Xian City, Shaanxi Province, China, we held an extraordinary general meeting of shareholders pursuant to Cayman Islands law. All shareholders of record as of October 28, 2022 were entitled to vote at the meeting in person or by proxy.
By an affirmative vote constituting a 69.08% majority, our shareholders approved the following items:
1. The adoption of an Amended and Restated Memorandum and Articles of Association (the “Amended M&A”), a copy of which was filed as Exhibit 3.1 to our Report on Form 6-K filed November 8, 2022. The principal substantive changes reflected in the Amended M&A as compared to our original charter documents are as follows:
| ● | A new class of Preference Shares, consisting of 50,000,000 shares, par value $0.0001 per share, has been authorized. The Preference Shares may be issued in the future, upon approval of the Board of Directors, in one or more classes or series, with rights and limitations of each class or series with regard to voting, dividends, convertability, and other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions, as may be designated by the Board for each designated class. Concurrently with the authorization of 50,000,000 preference shares, our authorized ordinary shares were correspondingly reduced from 500,000,000 shares to 450,000,000 shares. | |
| ● | Subject to certain notice requirements and related conditions, a majority of our shareholders are allowed to pass ordinary resolutions upon majority written consent. |
2. The adoption of the Bon Natural Life Limited 2022 Equity Incentive Plan (the “Plan”), a copy of which was filed as Exhibit 4.1 to our Report on Form 6-K filed November 8, 2022. Under the Plan, and subject to the oversight an approval of the Compensation Committee of our Board of Directors, we are permitted to grant stock options, restricted stock, restricted stock units, and similar equity-based compensation for the purpose of attracting, retaining, and incentivizing qualified officers, directors, and employees. The maximum number of shares which may be issued or issuable under the Plan, at any given time, is limited to 15% of our issued and outstanding ordinary shares on a fully diluted basis.
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.
| Date: November 30, 2022 | Bon Natural Life Limited | |
| By: | /s/ Yongwei Hu | |
| Yongwei Hu | ||
| Chairman and Chief Executive Officer | ||