Mmtec, Inc 6-K, filed Dec 27, 2024
Mmtec, Inc. (MTC)
About this 6-K
Mmtec, Inc filed this 6-K on December 27, 2024.
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 December 2024
Commission File Number: 001-38766
MMTEC, INC.
(Translation of registrant’s name into English)
Room 2302, 23rd Floor
FWD Financial Center
308 Des Voeux Road Central
Sheung Wan, Hong Kong
Tel: +852 36908356
(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 ☐
Amendment to Senior Convertible Promissory Note
As previously reported, on March 31, 2023, MMTEC, Inc. (the “Company”) commenced a registered direct offering of Senior Convertible Promissory Notes with an institutional investor (the “Purchaser”) pursuant to a securities purchase agreement (the “Agreement”) of the same date. Pursuant to the Agreement, the Purchaser purchased Senior Convertible Promissory Notes (the “Notes”) in the aggregate original principal amount of $70 million on March 31, 2023 for a purchase price of $56 million. As of the date of this report, Notes in the aggregate principal amount of approximately $36.4 million remain outstanding. The Notes will mature on the second anniversary of their issuance date, or March 31, 2025.
On December 26, 2024, the Company entered into an agreement with the Purchaser (the “Extension Agreement”) pursuant to which the Company and the Purchaser mutually agreed to extend the term of the Notes from two years to six years from the issuance date, or March 31, 2029, and to amend the interest rate of the Notes from 8% per annum to 2% per annum. The other provisions of the Notes remain unchanged.
The foregoing description is qualified in its entirety by reference to the full text of the Extension Agreement, a copy of each of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
Financial Statements and Exhibits
Exhibits.
| Exhibit No. | Description | |
| 4.1 | Extension Agreement dated December 26, 2024 |
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, hereunto duly authorized.
| MMTEC, INC. | ||
| By: | /s/ Min Kong | |
| Min Kong | ||
| Chief Financial Officer | ||
Date: December 27, 2024
2
Exhibit 4.1
EXTENSION OF SENIOR CONVERTIBLE
PROMISSORY NOTE
This Extension of Senior Convertible Promissory Note (the “Extension”) dated December 26, 2024, is entered into by and between MMTEC, INC., a British Virgin Islands company (“Borrower”) and ResBoom Investments Inc (“Lender”) (collectively known as the “Parties”).
WHEREAS, pursuant to a certain Securities Purchase Agreement entered into by the Parties on March 31, 2023, Borrower issued to Lender Senior Convertible Promissory Notes (the “Notes”) in the aggregate original principal amount of not more than $70 million (the “Outstanding Balance”);
WHEREAS, the Notes have a maturity date of two years from the effective date of the Notes, or March 31, 2025;
WHEREAS, the interest on the Notes accrues at a simple rate of 8% per annum on the Outstanding Balance under the Note for the period commencing on and from the effective date until the Outstanding Balance is fully repaid or converted; and
WHEREAS, the Parties have mutually agreed to extend the maturity date and amend the interest rate for the Outstanding Balance underthe Notes.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the Parties hereby enter into this Extension as follows:
1. Extension of Maturity Date for Note: The Maturity Date of the Notes is hereby extended to March 31, 2029 (the “Extended Maturity Date”); and further
2. Amendment to the interest rate: The interest rate of the Notes is hereby changed to 2% per annum on the Outstanding Balance.
3. Other Provisions of the Note: The Parties agree that all other provisions of the Notes will remain in full force and effect other than the changes explicitly set forth herein.
IN WITNESS WHEREOF, the Parties hereto have executed this Extension as of the day and year first above written.
| MMTEC, INC | ||
| By: | ||
| Name: | Xiangdong Wen | |
| Title: | CEO | |
2
| ResBoom Investments Inc | ||
| By: | ||
| Name: | ||
| Title: | ||
3