Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

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 December 2024

 

Commission File Number: 001-38766

 

MMTEC, INC.

(Translation of registrant’s name into English)

 

Room 2302, 23rd Floor

FWD Financial Center

308 Des Voeux Road Central

Sheung Wan, Hong Kong

Tel: [phone]

(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.

 

Form 20-F ☒ Form 40-F ☐

 

 

 

 

 

Amendment to Senior Convertible Promissory Note

 

As previously reported, on March 31, 2023, MMTEC, Inc. (the “Company”) commenced a registered direct offering of Senior Convertible Promissory Notes with an institutional investor (the “Purchaser”) pursuant to a securities purchase agreement (the “Agreement”) of the same date. Pursuant to the Agreement, the Purchaser purchased Senior Convertible Promissory Notes (the “Notes”) in the aggregate original principal amount of $70 million on March 31, 2023 for a purchase price of $56 million. As of the date of this report, Notes in the aggregate principal amount of approximately $36.4 million remain outstanding. The Notes will mature on the second anniversary of their issuance date, or March 31, 2025.

 

On December 26, 2024, the Company entered into an agreement with the Purchaser (the “Extension Agreement”) pursuant to which the Company and the Purchaser mutually agreed to extend the term of the Notes from two years to six years from the issuance date, or March 31, 2029, and to amend the interest rate of the Notes from 8% per annum to 2% per annum. The other provisions of the Notes remain unchanged.

 

The foregoing description is qualified in its entirety by reference to the full text of the Extension Agreement, a copy of each of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

 

Financial Statements and Exhibits

 

Exhibits.

 

Exhibit No.		Description
4.1		Extension Agreement dated December  26, 2024

 

1

 

 

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.

 

MMTEC, INC.
By:	/s/ Min Kong
	Min Kong
	Chief Financial Officer

 

Date: December 27, 2024

 

 

2

 

Exhibit 4.1

 

EXTENSION OF SENIOR CONVERTIBLE

PROMISSORY NOTE

 

This Extension of Senior Convertible Promissory Note (the “Extension”) dated December 26, 2024, is entered into by and between MMTEC, INC., a British Virgin Islands company (“Borrower”) and ResBoom Investments Inc (“Lender”) (collectively known as the “Parties”).

 

WHEREAS, pursuant to a certain Securities Purchase Agreement entered into by the Parties on March 31, 2023, Borrower issued to Lender Senior Convertible Promissory Notes (the “Notes”) in the aggregate original principal amount of not more than $70 million (the “Outstanding Balance”);

 

WHEREAS, the Notes have a maturity date of two years from the effective date of the Notes, or March 31, 2025;

 

WHEREAS, the interest on the Notes accrues at a simple rate of 8% per annum on the Outstanding Balance under the Note for the period commencing on and from the effective date until the Outstanding Balance is fully repaid or converted; and

 

WHEREAS, the Parties have mutually agreed to extend the maturity date and amend the interest rate for the Outstanding Balance underthe Notes.

 

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the Parties hereby enter into this Extension as follows:

 

1. Extension of Maturity Date for Note: The Maturity Date of the Notes is hereby extended to March 31, 2029 (the “Extended Maturity Date”); and further

 

2. Amendment to the interest rate: The interest rate of the Notes is hereby changed to 2% per annum on the Outstanding Balance.

 

3. Other Provisions of the Note: The Parties agree that all other provisions of the Notes will remain in full force and effect other than the changes explicitly set forth herein.

 

IN WITNESS WHEREOF, the Parties hereto have executed this Extension as of the day and year first above written.

 

 

 

MMTEC, INC
By:
Name:	Xiangdong Wen
Title:	CEO

 

2

 

 

ResBoom Investments Inc
By:
Name:
Title:

 

 

 

3

 

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