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 October 2021
Commission File Number: 001-38746
Woods Investment Co., Ltd.*
(Translation of registrant’s name into English)
Woods Investment Co., Ltd.
11F-1, No. 3 Yuanqu Street
Nangang District,
Taipei City, Taiwan 11503
(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:
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Form 20-F ☒ |
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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): ☐
* This report is filed by the Registrant as successor issuer to Taiwan Liposome Company, Ltd. in connection with a share swap transaction between the two companies. Under Rule 12g-3(a), series B-1 special shares of the Registrant are now deemed to be registered under Section 12(g) of the Exchange Act.
Announcement of Delisting from TPEx and Close the Share Swap Deal
In October 2021, Taiwan Liposome Company, Ltd. (the “Company”) made a filing with the Taipei Exchange’s Market Observation Post System announcing the delisting from TPEx and close the share swap deal.
A copy of the Taipei Exchange’s Market Observation Post System filing is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Exhibits
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Exhibit Number |
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Exhibit Description |
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99.1 |
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Filing with the Taipei Exchange’s Market Observation Post System, dated October 8, 2021. |
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.
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WOODS INVESTMENT CO., LTD. |
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Date: October 8, 2021 |
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By: |
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/s/ George Yeh |
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Name: |
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George Yeh |
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Title: |
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Director |
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Exhibit 99.1
Filings with the Taipei Exchange’s Market Observation Post System,
dated October 8, 2021
No:1
Subject: TLC delist from TPEx and close the share swap deal
To which item it meets--article 4 paragraph 53
Date of events: 2021/10/08
Contents:
1. Date of occurrence of the event: 2021/10/08
2. Company name: Taiwan Liposome Company, Ltd.
3. Relationship to the Company (please enter "head office" or "subsidiaries"): head office
4. Reciprocal shareholding ratios: NA
5. Cause of occurrence:
(1) The extraordinary shareholders' meeting approved the share swap transaction with Woods Investment Company, Ltd. (“Woods Investment”) on August 20, 2021 (the “Share Swap”). The Share Swap has been completed. Starting from October 8, 2021, the Company is a wholly-owned subsidiary of Woods Investment, and the Company’s shares delist from TPEx.
(2) Woods Investment will issue 77,365,404 Series B Special Shares to Qualified Investors on the completion date for the Share Swap. For the Non-Qualified Investors who hold 7,301,530 shares of the Company in aggregate, they will receive cash as consideration.
(3) Qualified Investors will receive the conversion related documents. For those who are willing to participate in restructure plan, please complete the conversion of Series B Special Shares into common share by 4:00PM on October 28, 2021. For the shareholders who fail to complete the conversion procedures before the aforementioned deadline, their Series B Special Shares will be redeemed by Woods Investment at NT$100 per share. The record date for payment of the redemption price of Series B Special Shares in cash is November 7, 2021.
6. Countermeasures: None
7. Any other matters that need to be specified: None