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: April 29, 2024

(Date of earliest event reported)

ATIF HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

British Virgin Islands	001-38876	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

25391 Commercentre Dr., Ste 200, Lake Forest, CA 92630

(Address of principal executive offices, including zip code)

308-888-8888

(Registrant’s telephone number, including area code)

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, $0.001 par value	ATIF	Nasdaq Capital Market

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 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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EX-10.1

Exhibit 10.1

DEFERRED SALARY CONVERSION AGREEMENT

This Deferred Salary Conversion Agreement (the “Agreement”) is entered into effective as of as of April 29, 2024 by and between Jun Liu, (“Executive”) and ATIF Holdings Limited, a British Virgin Islands business company (the “Company”), with reference to the following facts:

WHEREAS, Executive is the president, chief executive officer and chairman of the board of the Company;

WHEREAS, as of April 29^th, 2024, the Company owed Executive US$ 349,875 (the “Deferred Salary Debt”) for is serving as the Company’s president and chief executive officer but has not paid this amount to the Executive;

WHEREAS, the Executive and Company have agreed to convert the Deferred Salary Debt into shares of the Company’s common stock;

WHEREAS, the Deferred Salary Debt will be converted into shares of the Company’s common stock at a per share price of $0.91 which is the Nasdaq consolidated closing bid price of the Company’s common stock on April 29, 2024.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive and the Company agree as follows:

1. Conversion to Common Stock. Effective as of April 29, 2024, the Deferred Salary Debt shall be converted into shares of common stock at a price per share of $0.91 for an aggregate number of shares of 384,478 shares of the Company’s common stock. Upon execution of this Agreement, the Company shall instruct its transfer agent to issue a total of 384,478 shares of Common Stock to the Executive (the “Deferred Salary Debt Shares”);

2. Deferred Salary Debt Shares. Upon issuance of the Deferred Salary Debt Shares to the Executive pursuant to this Agreement, the Deferred Salary Debt shall be deemed paid in full and satisfied.

3. Executive. The Company is issuing the Deferred Salary Debt Shares to Executive in reliance upon the following representations made by Executive:

(a) Executive acknowledges and agrees that the shares of Deferred Salary Debt Shares are characterized as “restricted securities” under the Securities Act of 1933 (as amended and together with the rules and regulations promulgated thereunder, the “Securities Act”) and that, under the Securities Act and applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under the Securities Act or an exemption therefrom. Executive acknowledges and agrees that (i) the Deferred Salary Debt Shares are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and the Deferred Salary Debt Shares have not yet been registered under the Securities Act, and (ii) the Deferred Salary Debt Shares may be offered, resold, pledged or otherwise transferred only in a transaction registered under the Securities Act, or meeting the requirements of Rule 144, or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company so requests) and in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction.

(b) Executive acknowledges and agrees that (i) the registrar or transfer agent for the Deferred Salary Debt Shares will not be required to accept for registration of transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with and (ii) any Deferred Salary Debt Shares in the form of definitive physical certificates will bear a restrictive legend, as required by applicable securities laws or regulations.

(c) Executive acknowledges and agrees that: (a) the Deferred Salary Debt Shares have not been registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (b) Executive is acquiring the Deferred Salary Debt Shares solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (c) Executive is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the Deferred Salary Debt Shares; (d) Executive has had the opportunity to obtain from the Company such information as desired in order to evaluate the merits and the risks inherent in holding the Deferred Salary Debt Shares; (e) Executive is able to bear the economic risk and lack of liquidity inherent in holding the Deferred Salary Debt Shares; (f) Executive is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act; and (g) and (g) Executive either has a pre-existing personal or business relationship with the Company or its officers, directors or controlling persons, or by reason of Executive’s business or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Deferred Salary Debt Shares.

4. Miscellaneous.

(a) This Agreement shall be construed and enforced in accordance with the laws of the State of New York. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement exclusively in the courts of the State of New York and the Federal courts of the United States of America located in New York County in the State of New York (the “Chosen Courts”), and solely in connection with claims arising under this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto. Each party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement.

(b) This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit hereto) shall be effective unless made in writing and signed by both parties.

(c) Each party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.

(d) Each party to this Agreement hereby represents and warrants to the other party that (i) the execution, performance and delivery of this Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf of such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party is of legal age and capacity to enter into agreements which are fully binding and enforceable against such party.

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(e) This Agreement may be executed in any number of counterparts and may be delivered by email transmission, all of which taken together shall constitute a single instrument.

This Agreement is entered into and effective as of the date first written above.

	COMPANY:	EXECUTIVE
	ATIF Holdings Limited
By:
	Yue Ming Chief Financial Officer	Jun Liu

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XML

Cover	Apr. 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 29, 2024
Entity File Number	001-38876
Entity Registrant Name	ATIF HOLDINGS LIMITED
Entity Central Index Key	0001755058
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	D8
Entity Address, Address Line One	25391 Commercentre Dr.
Entity Address, Address Line Two	Ste 200
Entity Address, City or Town	Lake Forest
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92630
City Area Code	308
Local Phone Number	888-8888
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, $0.001 par value
Trading Symbol	ATIF
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false