UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
On April 29, 2024, the Company entered into a deferred salary conversion agreement (“Agreement”) with Mr. Jun Liu, the president, chief executive officer and chairman of the board of directors of the Company.
Pursuant to the Agreement, the Company agreed to issue and Mr. Liu agreed to accept 384,478 ordinary shares (“Deferred Salary Debt Shares”), $0.001 par value in lieu of an unpaid salary of $349,875 owed to Mr. Liu at a per share price of $0.91 which was the Nasdaq consolidated closing bid price per share of the Company’s ordinary shares on April 29, 2024.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K concerning the issuance of the Ordinary Shares to Mr. Liu pursuant to the Agreement is incorporated herein by reference. The ordinary shares issued under the Agreement as described in Item 1.01 were issued as “restricted securities’ under the Securities Act of 1933.
The foregoing description of the Agreement is qualified by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | The Deferred Salary Conversion Agreement dated April 29, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 hereunto duly authorized.
| ATIF HOLDINGS LIMITED | ||
| By: | /s/ Jun Liu | |
| Jun Liu | ||
| Chief Executive Officer and Chairman of the Board | ||
Date: May 1, 2024
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