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 August 2019

 

Commission File Number 001-36896

 

 

 

JMU LIMITED

 

 

 

2/F, No. 608, Macau Road
Putuo District, Shanghai 20060
People’s Republic of China

(Address of principal executive office)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover 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): ¨

 

 

 

   

 

 

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.

 

  JMU Limited
 

 

 

  By: /s/ Frank Zhigang Zhao
  Name: Frank Zhigang Zhao
  Title: Chief Financial Officer
   
Date: August 13, 2019  

 

   

 

 

Exhibit Index

 

Exhibit 99.1—Press Release

 

   

 

Exhibit 99.1

 

JMU Limited Announced Private Placement and Acquisition of Cryptocurrency Solutions Business

 

SHANGHAI, August 13, 2019 /PRNewswire/ -- JMU Limited (the “Company” or “JMU”) (Nasdaq: JMU) today announced that the Company has entered into definitive agreements regarding a private placement of US$4 million and an acquisition of cryptocurrency solutions business.

 

Pursuant to a share purchase agreement, the Company will issue and sell 609,162,824 ordinary shares to a New York holding company wholly owned by Mr. Haohan Xu, the largest shareholder and a director of the Company, for a cash consideration of US$4 million.

 

The Company has also entered into a share purchase agreement with Beijing Jiatong Huineng Technology Co., Ltd. (“Beijing Jiatong Huineng”), its affiliated offshore holding company (together with Beijing Jiatong Huineng, “Jiatong Huineng Group”) and Mr. Shijie Hu, an independent third party owning Jiatong Huineng Group. Pursuant to the agreement, the Company will issue 609,162,824 ordinary shares to Mr. Shijie Hu in exchange for the entire ownership in Jiatong Huineng Group.

 

The transactions contemplated under the definitive agreements are subject to customary closing conditions. After the closing of these transactions, Mr. Haohan Xu will hold approximately 48.7% of the Company while Mr. Shijie Hu will hold approximately 18.3% of the Company. On a pro forma basis to give effect to these transactions and the previously announced divestment by the Company of its food supply chain business in July 2019, the Company’s stockholders’ equity as of June 30, 2019 would be approximately US$16.0 million. Please see the unaudited pro forma consolidated balance sheet as of June 30, 2019 at the end of this press release.

 

“These transactions are part of the Company’s continuing efforts to increase working capital and explore new business opportunities,” commented Ms. Hua Zhou, the chairperson of the board of directors and the chief executive officer of the Company. “Jiatong Huineng Group develops a SaaS asset transaction platform based on blockchain and smart contract technologies and provides cryptocurrency solution services to customers. We believe that this acquisition will strengthen our R&D capabilities that help us implement a comprehensive upgrade of our service platform in terms of product functionality, platform security and stability and program compatibility.”

 

Safe Harbor Statement

 

This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "aim," "anticipate," "believe," "estimate," "expect," "hope," "going forward," "intend," "ought to," "plan," "project," "potential," "seek," "may," "might," "can," "could," "will," "would," "shall," "should," "is likely to" and the negative form of these words and other similar expressions. Among other things, statements that are not historical facts, including statements about JMU's beliefs and expectations are or contain forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement. All information provided in this press release is as of the date of this press release and is based on assumptions that JMU believes to be reasonable as of this date, and JMU does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 

Contact:

Xingyan Gao

JMU Limited

ir@ccjmu.com

Tel: +86 (021) 6015-1166, ext. 8904

 

   

 

 

JMU Limited

Unaudited Pro Forma Consolidated Balance Sheet

 

The unaudited pro forma balance sheet below assumes the following transactions were completed as of June 30, 2019: (i) the divestment of the food supply chain business which was completed on July 22, 2019, (ii) the acquisition of Jiatong Huineng Group, and (iii) the private placement of US$4 million to Mr. Haohan Xu.

 

   Actual   Pro Forma 
   June 30, 2019   June 30, 2019 
   US$   US$ 
         
Current Assets:          
Cash and cash equivalents    528,557    5,128,861 
Accounts receivable, net   60,046    300,000 
Amounts due from related parties   842,215     
Prepaid expenses and other current assets   856,411    2,604 
Total current assets   2,287,229    5,431,465 
           
Non-current Assets:          
Property and equipment, net   352,596     
Intangible assets   1,200,000    1,200,000 
Goodwill   5,645,603    9,324,289 
Total non-current assets   7,198,199    10,524,289 
           
TOTAL ASSETS   9,485,428    15,955,754 
           
Current Liabilities:          
Short-term bank borrowing   7,283,321     
Accounts and notes payable   225,409     
Accrued expenses and other current liabilities   5,789,771    569,715 
Advance from customer   160,130    60,000 
Amounts due to related parties   6,083,072     
Total current Liabilities   19,541,703    629,715 
           
Non-current Liabilities:          
Amounts due to related parties   7,099,122     
Total non-current liabilities   7,099,122     
           
TOTAL LIABILITIES   26,640,825    629,715 
           
Stockholders’ Equity:          
Common shares   21,095    34,186 
Additional paid-in capital   640,586,167    645,396,988 
Accumulated deficit   (638,648,470)   (630,105,664)
Accumulated other comprehensive (loss)/profit   (19,114,189)   529 
Total stockholders’ equity:   (17,155,397)   15,326,039 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   9,485,428    15,955,754