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 January 2021
Commission File Number: 001-39805
Qilian International Holding Group Limited
Jiuquan Economic and Technological Development Zone
Jiuquan City, Gansu Province, 735000
People’s Republic of China
+86-0937-2689523
(Address of principal executive offices)
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 x 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): ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
On January 14, 2021, Qilian International Holding Group Limited (the “Company”) closed its initial public offering (“IPO”) of 5,000,000 ordinary shares, par value $0.00166667 per share (the “Ordinary Shares”). The Company completed the IPO pursuant to its registration statement on Form F-1 (File No. 333-234460), originally filed with the Securities and Exchange Commission (the “SEC”) on November 4, 2019 (as amended, the “Registration Statement”). The Registration Statement was declared effective by the SEC on December 30, 2020. The Ordinary Shares were priced at $5.00 per share, and the offering was conducted on a firm commitment basis. The Ordinary Shares were previously approved for listing on The Nasdaq Global Market and commenced trading under the ticker symbol “QLI” on January 12, 2021.
In connection with the IPO, the Company issued a press release on January 11, 2021 announcing the pricing of the IPO and a press release on January 14, 2021 announcing the closing of the IPO, respectively. Copies of each press release are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference herein.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
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.
| Qilian International Holding Group Limited | ||
| Date: January 15, 2021 | By: | /s/ Zhanchang Xin |
| Name: | Zhanchang Xin | |
| Title: | Chief Executive Officer | |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release on Pricing of the Company’s Initial Public Offering | |
| 99.2 | Press Release on Closing of the Company’s Initial Public Offering |
Exhibit 99.1
Qilian International Holding Group Limited Announces Pricing of
Initial Public Offering
Jiuquan, China, January 11, 2021 – Qilian International Holding Group Limited (the “Company”), a China-based pharmaceutical and chemical products manufacturer, today announced the pricing of its initial public offering ("Offering") of 5,000,000 ordinary shares at a public offering price of US$5.00 per share. The ordinary shares have been approved for listing on the Nasdaq Global Market and are expected to commence trading on January 12, 2021 under the ticker symbol “QLI”.
The Company expects to receive aggregate gross proceeds of US$25 million from this Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 750,000 ordinary shares at the public offering price, less underwriting discounts. The Offering is expected to close on or about January 14, 2021, subject to the satisfaction of customary closing conditions.
Proceeds from the Offering will be used for fixed asset investment in Oxytetracycline API production facilities, construction of an organic-waste treatment facility, fixed asset investment in Heparin Sodium Preparation facilities, and marketing expenses for Gan Di Xin ®.
The Offering is being conducted on a firm commitment basis. Univest Securities, LLC is acting as the representative of the underwriters and lead book-running manager for the Offering. Loop Capital Markets and Alexander Capital L.P. are acting as co-managers for the Offering. Hunter Taubman Fischer & Li LLC acted as counsel to the Company, and Ortoli Rosenstadt LLP acted as counsel to Univest Securities, LLC in connection with the Offering.
A registration statement on Form F-1 relating to the Offering was filed with the Securities and Exchange Commission (“SEC”) (File Number: 333-234460) and was declared effective by the SEC on December 30, 2020.The Offering is being made only by means of a prospectus, forming a part of the registration statement. Copies of the final prospectus relating to the Offering may be obtained from Univest Securities, LLC, by email at IBAssistDesk@univest.us or standard mail to Univest Securities, LLC, Attn: 375 Park Avenue, 15th Floor, New York, NY 10152. In addition, a copy of the prospectus relating to the Offering may be obtained via the SEC's website at www.sec.gov.
Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more complete information about the Company and the Offering. This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Qilian International Holding Group Limited
Qilian International Holding Group Limited, headquartered in Gansu, China, is a pharmaceutical and chemical products manufacturer in China. It focuses on the development, manufacture, marketing and sale of licorice products, oxytetracycline products, traditional Chinese medicine derivatives product, heparin product, sausage casings, and fertilizers. The Company’s products are sold in more than 20 provinces in China. For more information, visit the company’s website at http://ir.qlsyy.net.
About Univest Securities, LLC
Registered with FINRA since 1994, Univest Securities, LLC provides a wide variety of financial services to its institutional and retail clients globally including brokerage and execution services, sales and trading, market making, investment banking and advisory, wealth management. It strives to provide clients with value-add service and focuses on building long-term relationship with its clients. For more information, please visit: www.univest.us.
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, the Company's proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.
For more information, please contact:
Ascent Investors Relations LLC
Tina Xiao
President
Phone: 917-609-0333
Email: tina.xiao@ascent-ir.com
Exhibit 99.2
Qilian International Holding Group Limited Announces Closing of
Initial Public Offering
Jiuquan, China, January 14, 2021 – Qilian International Holding Group Limited (the “Company”) (Nasdaq: QLI), a China-based pharmaceutical and chemical products manufacturer, today announced the closing of its initial public offering ("Offering") of 5,000,000 ordinary shares at a public offering price of US$5.00 per share.
The Company received aggregate gross proceeds of US$25 million from this Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 750,000 ordinary shares at the public offering price, less underwriting discounts. The ordinary shares began trading on the Nasdaq Global Market on January 12, 2021 under the ticker symbol “QLI”.
Proceeds from the Offering will be used for fixed asset investment in Oxytetracycline API production facilities, construction of an organic-waste treatment facility, fixed asset investment in Heparin Sodium Preparation facilities, and marketing expenses for Gan Di Xin ®.
The Offering was conducted on a firm commitment basis. Univest Securities, LLC acted as the representative of the underwriters and lead book-running manager for the Offering. Loop Capital Markets and Alexander Capital L.P. acted as co-managers for the Offering. Hunter Taubman Fischer & Li LLC acted as counsel to the Company, and Ortoli Rosenstadt LLP acted as counsel to Univest Securities, LLC in connection with the Offering.
A registration statement on Form F-1 relating to the Offering was filed with the Securities and Exchange Commission (“SEC”) (File Number: 333-234460) and was declared effective by the SEC on December 30, 2020.This Offering was made only by means of a prospectus, forming a part of the registration statement. Copies of the final prospectus relating to the Offering may be obtained from Univest Securities, LLC, by email at IBAssistDesk@univest.us or standard mail to Univest Securities, LLC, Attn: 375 Park Avenue, 15th Floor, New York, NY 10152. In addition, a copy of the prospectus relating to the Offering may be obtained via the SEC's website at www.sec.gov.
Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more complete information about the Company and the Offering. This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Qilian International Holding Group Limited
Qilian International Holding Group Limited, headquartered in Gansu, China, is a pharmaceutical and chemical products manufacturer in China. It focuses on the development, manufacture, marketing and sale of licorice products, oxytetracycline products, traditional Chinese medicine derivatives product, heparin product, sausage casings, and fertilizers. The Company’s products are sold in more than 20 provinces in China. For more information, visit the company’s website at http://ir.qlsyy.net/.
About Univest Securities, LLC
Registered with FINRA since 1994, Univest Securities, LLC provides a wide variety of financial services to its institutional and retail clients globally including brokerage and execution services, sales and trading, market making, investment banking and advisory, wealth management. It strives to provide clients with value-add service and focuses on building long-term relationship with its clients. For more information, please visit: www.univest.us.
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, the Company's proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.
For more information, please contact:
Ascent Investors Relations LLC
Tina Xiao
President
Phone: 917-609-0333
Email: tina.xiao@ascent-ir.com