8-K
filed May 25, 2023, 7:59 PM ET
CIK 0001491487
other material
confidence high
sentiment neutral
materiality 0.70
Takung Art Co., Ltd: Nasdaq/NYSE listing notice — Takung Art shareholders approve subsidiary sale and redomicile merger; delisting notice cured
Takung Art Co., Ltd
- NYSE American delisting notice for late 10-Q resolved after filing on May 24, 2023.
- Shareholders elected four directors: Wang, Buerger, Zhang, Lu with >19.2M votes each.
- Sale of Hong Kong MQ Group and Takung Art to Fecundity Capital for $1.5M approved (19.3M for).
- Merger agreement with NFT Limited (redomicile to Cayman) approved (19.2M for).
- 2023 Equity Incentive Plan and share reclassification approved.
Key facts
Extracted from this filing and checked against the source text.
Listing & Compliance Notices
SEC 8-K Item 3.01
confidence 0.9
Takung Art Co., Ltd received a nyse_american compliance regained notice regarding late filing (rules 1007).
- Exchange
- nyse american
- Notice
- compliance regained
- Deficiency
- late filing
- Rules
- 1007
Exact text from the filing
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.
View on SEC.gov
Listing & Compliance Notices
SEC 8-K Item 3.01
confidence 0.9
Takung Art Co., Ltd received a nyse_american deficiency notice notice regarding late filing (rules 1007).
- Exchange
- nyse american
- Notice
- deficiency notice
- Deficiency
- late filing
- Rules
- 1007
Exact text from the filing
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 companie
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Takung Art Co., Ltd shareholders approved Election of four directors to serve until the 2023 annual meeting at the 2023-05-25 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Takung Art Co., Ltd shareholders approved Approval of the adoption of the Amended and Restated Agreement and Plan of Merger by and between the Company and NFT Limited at the 2023-05-25 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Takung Art Co., Ltd shareholders approved Approval of the adoption of the Company’s 2023 Equity Incentive Plan at the 2023-05-25 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Takung Art Co., Ltd shareholders approved Approval of the proposed sale of Hong Kong MQ Group Limited and Hong Kong Takung Art Company Limited to Fecundity Capital Investment Co., Ltd for US$1,500,000 at the 2023-05-25 meeting.
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Takung Art Co., Ltd shareholders approved Ratification of Assentsure PAC as independent registered public accounting firm for the year ending December 31, 2022 at the 2023-05-25 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Takung Art Co., Ltd shareholders approved Approval of the adoption of the Memorandum and Articles of Association of NFT Limited at the 2023-05-25 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Takung Art Co., Ltd shareholders approved Approval of an alteration to the share capital by conversion of each share of Common Stock into one Class A Ordinary Share (Reclassification) at the 2023-05-25 meeting.
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
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.
View on SEC.gov
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