Cn Energy Group. Inc 6-K, filed Jan 8, 2025
Cn Energy Group. Inc. (CNEY)
About this 6-K
Cn Energy Group. Inc filed this 6-K on January 8, 2025.
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 January 2025
Commission file number: 001-39978
| CN ENERGY GROUP. INC. |
Building 2-B, Room 206, No. 268 Shiniu Road
Liandu District, Lishui City, Zhejiang Province
The 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 ☐
Entry into Warrant Inducement Agreement
As previously disclosed, on December 5, 2024, CN Energy Group. Inc., a British Virgin Islands company (the “Company”), entered into Warrant Inducement Agreements (the “Warrant Inducement Agreement”) with certain holders (the “Holders”, and each, a “Holder”) of the Company's existing ordinary share purchase warrants issued in January 2023 (the “Existing Warrants”), covering up to an aggregate of 6,576,278 class A ordinary shares of the Company, no par value (the “Ordinary Shares”), pursuant to which (i) the exercise price of the Existing Warrants will be reduced from $1.4529 per share to $0.32 per share (the “Reduced Exercise Price”) to the extent exercised by each Holder, and (ii) in exchange for each Holder’s cash payment of the Reduced Exercise Price of the Existing Warrants in part or whole, the Company will issue new unregistered ordinary share purchase warrants (the “New Warrants”), to incentivize the Holders to exercise the Existing Warrants in cash. The Holders had until January 5, 2025 (the “Termination Date”) to exercise such Existing Warrants at the Reduced Exercise Price and receive New Warrants. The Company also agreed to file a registration statement covering the resale of the Ordinary Shares issued or issuable upon the exercise of the New Warrants (the “Warrant Shares”). The New Warrants and Warrant Shares were offered in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
The Company engaged Aegis Capital Corp. (the “Placement Agent”) to act as its exclusive placement agent in connection with the transactions summarized above and has agreed to pay the Placement Agent a cash fee equal to 6.0% of the aggregate gross proceeds received from the Holders’ exercise of its Existing Warrants. The Company also agreed to reimburse the Placement Agent for its expenses in connection with the exercise of the Existing Warrants and the issuance of the New Warrants of $45,000 for fees and expenses of the Placement Agent’s counsel.
On January 7, 2025, the Company and the Holders entered into the extension letter (the “Extension Letter”) to extend the Termination Date for the Holders to exercise such Existing Warrants and receive New Warrants from January 5, 2025, to February 7, 2025. Additionally, pursuant to the Extension Letter, the Company agreed to file a registration statement covering the resale of the Warrant Shares no later than February 21, 2025. The foregoing description of Extension Letter is a summary of the material terms of such letter agreement, do not purport to be complete and are qualified in their entirety by reference to the Extension Letter, which is attached hereto as Exhibit 10.1.
The New Warrants will permit the Holders to purchase up to a number of Ordinary Shares equal to 100% of the number of shares issued upon cash exercise of the Existing Warrants, with an exercise price of $0.32 per share, exercisable immediately upon issuance, and expiring on February 7, 2028.
This current report on Form 6-K of the Company is hereby incorporated by reference into the registration statement on Form F-3 of the Company (File Number 333-264579), as amended, and into the prospectus outstanding under the foregoing registration statement, to the extent not superseded by documents or reports subsequently filed or furnished
EXHIBITS
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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.
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| CN Energy Group. Inc. | ||
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| Date: January 8, 2025 | By: | /s/ Xinyang Wang | |
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| Name: | Xinyang Wang | |
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| Title: | Chairperson of the Board | |
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EXHIBIT 10.1
Amendment to Warrant Inducement Agreement
This Amendment to Warrant Inducement Agreement (this “Agreement”) is made and entered into as of January 7, 2025, by and between CN ENERGY GROUP. INC. (the “Company”) and the party identified on the signature pages hereto (the “Holder”, together with the Company, collectively the “Parties” and each a “Party”), who is a holder of the Company’s existing ordinary share purchase warrants issued in January 2023 (the “Existing Warrants”).
RECITALS
WHEREAS, on December 5, 2024, the Company extended to the Holders an Inducement Offer to Exercise Ordinary Share Purchase Warrants (the “Warrant Inducement Agreement” or the “Original Agreement”), pursuant to which (i) the exercise price of the Existing Warrants was reduced from $1.4529 per share to $0.32 per share (the “Reduced Exercise Price”) to the extent exercised by the Holder on or prior to the Termination Date (as defined in the Original Agreement), and (ii) in exchange for the Holder’s cash payment of the Reduced Exercise Price of the Existing Warrants in part or whole, the Company will issue new unregistered ordinary share purchase warrants (the “New Warrants”), to incentivize the Holder to exercise the Existing Warrants in cash.
WHEREAS, the Company and the Holder desire to amend certain terms and conditions of the Original Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:
| 1. | Defined Terms. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Agreement. |
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| 2. | Amendment. The Parties hereby agree to amend the Original Agreement as follows: |
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| (1) | Termination Date. The definition of “Termination Date” in the fourth paragraph of the Original Agreement shall be changed from January 5, 2025 to February 7, 2025. |
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| (2) | Registration Obligation. Section (d) of Annex A of the Original Agreement shall be deleted and replaced and revised in its entirety to be read as follows: |
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| “d) Registration Obligations. As soon as reasonably practicable but no later than February 21, 2025, the Company shall file a registration statement on Form F-1 (or other appropriate form, if the Company is not then F-1 eligible) providing for the resale of the New Warrant Shares by the holders of the New Warrants (the “Resale Registration Statement”). The Company shall use commercially reasonable efforts to cause the Resale Registration Statement to become effective within 30 calendar days following the filing date of the Resale Registration Statement (or within 60 calendar days following the filing date of the Resale Registration Statement in case of “full review” of such registration statement by the Commission) and to keep the Resale Registration Statement effective at all times until no holder of the New Warrants owns any New Warrants or New Warrant Shares.” |
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| 3. | Reference to and Effect on the Original Agreement. On or after the date hereof, each reference in the Original Agreement to “this Agreement,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Original Agreement as amended hereby. No reference to this Agreement need be made in any instrument or document at any time referring to the Original Agreement, a reference to the Original Agreement in any of such to be deemed a reference to the Amended Agreement. |
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| 4. | No Other Amendments. Except as set forth herein, the Original Agreement shall remain in full force and effect in accordance with its terms, which such terms are hereby ratified and confirmed and remain in full force and effect. |
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| 5. | Choice of Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regards to conflicts of laws principles. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby. |
[Signature page to follow]
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IN WITNESS WHEREOF, the Parties have caused their respective signature page to this Agreement to be duly executed as of the date first written above.
| CN ENERGY GROUP. INC. |
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[Signature Page to Amendment to Warrant Inducement Agreement]
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IN WITNESS WHEREOF, the Parties have caused their respective signature page to this Agreement to be duly executed as of the date first written above.
Name of Holder: ________________________________________________________
Signature of Authorized Signatory of Holder: _________________________________
Name of Authorized Signatory: _______________________________________________
Title of Authorized Signatory: ________________________________________________
[Signature Page to Amendment to Warrant Inducement Agreement]
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