6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2021

Commission File Number: 001-38208

Dragon Victory International Limited

Room 1803, Yintai International Building

Kejiguan Road, Binjiang District, Hangzhou, Zhejiang Province

China

(Address of principal executive office)

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): ☐

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): ☐

EXHIBIT INDEX

1

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: June 15, 2021

2

Exhibit99.1

DragonVictory International Limited Announces Entry into a Binding Term Sheet

HANGZHOU, China, June 15, 2021 (GLOBE NEWSWIRE) -- Dragon Victory International Limited (Nasdaq: LYL or the “Company”), a company that offers supply chain management platform services to auto parts suppliers through its supply chain management platform and quality incubation services to entrepreneurs in China announced today that it has entered into a binding term sheet (the “Binding Term Sheet”) in connection with a business transformation transaction (the “Business Transformation”) and  potential investment with Natural Selection Capital Holdings Limited (“Natural”), Mr. Ni Ming (together with Natural, each a “Consultant,” and collectively, the “Consultants”), LSQ Investment Fund (“1^st^ Closing Purchaser”), and certain purchasers represented by Elephas Global Master Fund (each a “2^nd^ Closing Purchaser,” and collectively, the “2^nd^ Closing Purchasers”; together with the 1^st^ Closing Purchaser, each a “Purchaser,” and collectively, the “Purchasers”) on June 11, 2021.

With respect to the Company’s plan to transform its current business into a blockchain related business, the Binding Term Sheet sets forth that the Company will engage the Consultants to assist with the Business Transformation through entering into consulting agreements with each of them prior to the execution of certain definitive transaction agreements (the “Definitive Agreements”). As consideration for the services to be rendered by the Consultants, the Company will issue to Natural and Mr. Ni Ming warrants to purchase an aggregate of 14,000,000 and 2,000,000 of the Company’s newly issued ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), respectively, upon the completion of the transaction with the 1^st^ Closing Purchaser. The warrants to be issued to Natural will be divided into four (4) tranches, each with an exercise term of ten (10) years from the date on which such warrant becomes exercisable. Each of the 4 tranches of warrants has an exercise price of US$1 per share, US$1.5 per share, US$2.5 per share and US$2.5 per share, with condition that the closing price of the Ordinary Share equals or exceeds US$2.5, US$3.5, US$5 and US$6 per share for five (5) consecutive trading days. The warrants to be issued to Mr. Ni Ming will have an exercise term of five (5) years upon their issuance and their exercise price will be determined based on market price but no higher than US$1.5 per share.

Mr. Wang Bingzhong is the sole shareholder of Natural Selection Capital Holdings and previously served as an executive director and chief executive officer of Loto Interactive (8198.HK), the largest hydropower mining company in China. The controlling shareholder of Loto is Bit Mining (NYSE: BTCM). Mr. Wang has rich investment experience in TMT sector, especially blockchain industry. Mr. Wang is also a director of LSQ Investment Fund.

Mr. Ni Ming previously served as the senior vice president of 36Kr Group and executive director of Huarong International Financial Holdings (993.HK).

To facilitate the Business Transformation, the Company will offer and sell an aggregate amount of no less than US$4,000,000 and no less than US$3,000,000 of its newly issued Ordinary Shares to the 1^st^ Closing Purchaser and the 2^nd^ Closing Purchasers, respectively, through private placement (the “PIPE”), and plans to use the net proceeds from the PIPE for the Business Transformation. The purchase price per share for the 1^st^ Closing Purchaser will be the higher of (i) US$1 per share and (ii) 85% of the lowest closing price of the last 60 trading days immediately preceding the signing of the Binding Term Sheet. The purchase price per share for the 2^nd^ Closing Purchasers will be the lower of (i) US$1.75 per share and (ii) 88% of the lowest daily VWAP price of the last ten (10) trading days immediately preceding the 2^nd^ Closing. The completion of the transactions with the 1^st^ Closing Purchaser and 2^nd^ Closing Purchasers are expected to be within four (4) months and six (6) months, respectively, after the execution of the Definitive Agreements, subject to due diligence and customary and certain other closing conditions.

The Company, the Purchasers and the Consultants agreed to make reasonable best efforts to enter into the Definitive Agreements, which date is expected to be no later than 30 days following June 11, 2021.

There can be no assurance that the proposed PIPE or Business Transformation will be ultimately consummated in accordance with the Binding Term Sheet or at all, or that any Definitive Agreements will be entered into pursuant to the Binding Term Sheet or at all, nor can there be any assurance, if the PIPE or Business Transformation is completed, that the potential benefits of such transactions will be realized.

AboutDragon Victory International Limited

Incorporated in 2015 and headquartered in Hangzhou, Dragon Victory International Limited (“LYL” or the “Company”) offers supply chain management platform services to auto parts suppliers through its supply chain management platform. The Company also provides quality business incubation services to entrepreneurs and business entities in China. More information is available at www.dvintinc.com.

Forward-LookingStatements

Thispress release contains information about the Company’s view of its future expectations, plans and prospects that constitute forward-lookingstatements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation ReformAct of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,”“future,” “intends,” “plans,” “believes,” “estimates” and similar statements.Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of avariety of factors including, but not limited to, risks and uncertainties associated with its ability to raise additional funding, itsability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its developmentand introduction of new products and services, the successful integration of acquired companies, technologies and assets into its portfolioof products and services, marketing and other business development initiatives, competition in the industry, general government regulation,economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skillsand experience necessary to meet the requirements of its clients, and its ability to protect its intellectual property. The Company encouragesyou to review other factors that may affect its future results in the Company’s registration statement and in its other filingswith the Securities and Exchange Commission.

Contacts

Company Contact:

Investor Relation

Amanda Yang

Email: [email protected]