UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On May 23, 2023, Takung Art Co., Ltd. (the “Company”) received a notice from the NYSE Regulation (the “NYSE Regulation”) of NYSE American LLC indicating that the Company was not in compliance with Section 1007 of the NYSE American Company Guide (the “Listing Rule”) because the Company failed to timely file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 (the “Form 10-Q”), with the Securities and Exchange Commission (the “SEC”). The Listing Rule requires listed companies to timely file all required periodic financial reports with the SEC.
The Company filed the Form 10-Q on May 24, 2023, and received a letter from the NYSE Regulation informing the Company that it had regained compliance with Section 1007 of the Listing Rule as a result of the Company’s filing of its Form 10-Q. As the Company has regained compliance, the receipt of the Letter confirmed that the matter was now closed.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the annual meeting of stockholders of the Company held on May 25, 2023, the Company’s stockholders voted on the matters described below.
1. The Company’s stockholders elected four directors, each to serve until the 2023 annual meeting of stockholders and until their respective successors have been elected and qualified or until their earlier resignation or removal. The number of shares that (a) voted for the election of each director and (b) withheld authority to vote for each director is summarized in the table below:
| Director Nominee | Votes For | Votes Withheld | ||||||
| Kuangtao Wang | 19,366,770 | 62,162 | ||||||
| Doug Buerger | 19,296,560 | 132,372 | ||||||
| Ronggang (Jonathan) Zhang | 19,282,499 | 146,433 | ||||||
| Guisuo Lu | 19,366,731 | 62,201 | ||||||
There were no broker non-votes with respect to the election of each director.
2. The Company’s stockholders ratified the selection of Assentsure PAC as the Company’s independent registered public accounting firm for the year ending December 31, 2022. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below:
| Votes For | Votes Against | Abstentions | |||
| 19,363,233 | 34,902 | 30,797 |
There were no broker non-votes on the proposal to ratify the selection of the Company’s independent registered public accounting firm for the year ending December 31, 2022.
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3. The Company’s stockholders approved the proposed sale (the “Disposition”) of our subsidiaries, Hong Kong MQ Group Limited, Hong Kong Takung Art Company Limited to Fecundity Capital Investment Co., Ltd for a purchase price of US$1,500,000. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below:
| Votes For | Votes Against | Abstentions | |||
| 19,335,749 | 53,053 | 40,130 |
There were no broker non-votes on the proposal to approve the Disposition.
4. The Company’s stockholders approved the adoption of the Amended and Restated Agreement and Plan of Merger (“Merger Agreement”) by and between the Company and NFT Limited, an exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of the Company (the “Redomicile”) pursuant to which NFT Limited will be the surviving company. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below:
| Votes For | Votes Against | Abstentions | |||
| 19,281,568 | 114,105 | 33,259 |
There were no broker non-votes on the proposal to approve the adoption of the Merger Agreement and the Redomicile.
5. The Company’s stockholders approved the adoption of the Memorandum and Articles of Association of NFT Limited (the “M&A”) pursuant to which NFT Limited will be authorized to issue 450,000,000 Class A ordinary shares, par value US$0.0001 each (the “Class A Ordinary Shares”), 50,000,000 Class B ordinary shares, par value US$0.0001 each (the “Class B Ordinary Shares”). The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below:
| Votes For | Votes Against | Abstentions | |||
| 19,231,733 | 163,060 | 34,139 |
There were no broker non-votes on the proposal to approve the adoption of the M&A.
6. The Company’s stockholders approved an alteration to the share capital of the Company by the conversion of each of the Company’s issued and paid up share of Common Stock with a par value of $0.001 (the “Common Stock”) into one Class A Ordinary Share to be issued as fully paid in the name of each shareholder, for each share of Common Stock which was registered in the name of each shareholder prior to the application of this resolution (collectively, the “Reclassification”). The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below:
| Votes For | Votes Against | Abstentions | |||
| 19,234,999 | 160,675 | 33,258 |
There were no broker non-votes on the proposal to approve the Reclassification.
7. The Company’s stockholders approved the adoption of the Company’s 2023 Equity Incentive Plan (the “2023 Plan”). The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below:
| Votes For | Votes Against | Abstentions | |||
| 19,232,376 | 164,589 | 31,967 |
There were no broker non-votes on the proposal to approve the 2023 Plan.
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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.
Date: May 25, 2023
| Takung Art Co., Ltd | ||
| /s/ Kuangtao Wang | ||
| Name: | Kuangtao Wang | |
| Title: | Chief Executive Officer | |