8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   June 9, 2015

ARMCO METALS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-34631	26-0491904
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1730 S. Amphlett Boulevard, Suite 230, San Mateo, CA	94402
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (650) 212-7630

not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry into a Material Definitive Agreement.

Item 3.02 Unregistered Sales of Equity Securities.

From time to time Mr. Kexuan Yao, the Chairman and Chief Executive Officer of Armco Metals Holdings, Inc., has lent us funds for working capital purposes. These advances, which totaled $976,366 at June 9, 2015, were unsecured, non-interest bearing and due on demand. On June 9, 2015 we entered into a Loan Agreement with Mr. Yao memorializing this obligation and the Audit Committee of our Board of Directors approved the conversion of this obligation into shares of our common stock at a conversion price of $1.50 per share. We expect that Mr. Yao will convert the entire amount of the obligation into an aggregate of 650,910 shares of our common stock in full satisfaction of this obligation immediately following the approval of the Listing of Additional Shares by NYSE Regulation, Inc. The issuance to Mr. Yao, an accredited investor, will be exempt from registration under the Securities Act of 1933, as amended, in reliance on an exemption provided by Section 3(a)(9) of that act. Following this expected issuance, Mr. Yao will own approximately 24.69% of our outstanding common stock.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.                         Description

10.33 Loan Agreement dated June 9, 2015 by and between Armco Metals Holdings, Inc. and Kexuan Yao.

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.

	ARMCO METALS HOLDINGS, INC.
Date: June 15, 2015	By: /s/ Kexuan Yao
	Kexuan Yao, Chief Executive Officer

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EXHIBIT INDEX

10.33 Loan Agreement dated June 9, 2015 by and between Armco Metals Holdings, Inc. and Kexuan Yao.

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EX-10.33

Exhibit 10.33

LOAN AGREEMENT

This LOAN AGREEMENT (this “Amendment”) dated as of June 9, 2015 (the “Effective Date”) is entered into by and among Armco Metals Holdings, Inc., a Nevada corporation (the “Company”), and Kexuan Yao (the “Lender”).

Recitals

WHEREAS, the Lender is the Chairman, Chief Executive Officer and principal stockholder of the Company;

WHEREAS, between 1/1/2013 and the Effective Date hereof, the Lender advanced funds of an aggregate principal amount of $976,366 (the “Principal”) to the Company as working capital, and those advances are unsecured, non-interest bearing and due on demand;

WHEREAS, as of the Effective Date, the Company has made repayments of $ 0.00 (the “Repayments”) towards to the Principal and the amount of the unpaid Principal is $976,366;

WHEREAS, the Company and the Lender now desire to memorialize the terms and conditions of the above described advances in this Agreement;

NOW, THEREFORE, in consideration of the foregoing, and of the mutual representations, warranties, covenants, and agreements herein contained, the parties hereto agree as follows:

Agreement

Section 1.     Loan. Subject to the terms and conditions of this Agreement, the Lender made loans to the Company equal to the Principal during the period from 1/1/2013 to the Effective Date hereof (each a “Loan’ and collectively as “Loans”).

Section 2.     Terms of Loan. Subject to the terms and conditions of this Agreement, the Loans are unsecured, non-interest bearing and due on demand.

Section 3.     Repayments. The Lender acknowledges that the Company has made Repayments towards the Principal and the amount of the unpaid Principal is $976,366 as of the Effective Date.

Section 4.     Entire Agreement/Amendments. This Agreement contains the entire understanding of the parties with respect to advances and/or loans from the Lender to the Company. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.

Section 5.    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflicts of laws principles thereof.

Section 6.     Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

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Section 7.    Assignment and Successors. This Agreement, and all of the rights and duties of the Lender and the Company (each as applicable) hereunder, shall not be assignable or delegable without the other party’s prior written consent. Any purported assignment or delegation by the Lender in violation of the foregoing shall be null and void ab initio and of no force and effect. The rights and obligations of the Company and the Holder (each as applicable) shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

Section 8.     Counterparts. This Amendment may be executed in any number of counterparts, all of which will constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile or other electronic transmission of any signed original document shall be deemed the same as delivery of an original.

IN WITNESS WHEREOF, the Company and the Lender have caused this Agreement to be duly executed as of the date first written above.

Company:

ARMCO METALS Holdings, INC.

By:/s/ Fengtao Wen

Name: Fengtao Wen

Title: Chief Financial Officer

Lender:

KEXUAN YAO

/s/ Kexuan Yao

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