UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~ 30April 2, 2020 (April 1, 2020)

KINGOLD JEWELRY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15819	13-3883101
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
No. 8 Han Huang Road Jiang’an District Wuhan, Hubei Province, PRC		430023
15 Huangpu Science and Technology Park Jiang’an District Wuhan, Hubei Province, PRC		430023
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (011) 86 27 65660703

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 (see General Instruction A.2. below):

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~~Indicate ~~registered~~by check mark whether the registrant ~~pursuant~~is toan ~~Section~~emerging 12growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (b§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act: of 1934 (§ 240.12b-2 of this chapter).

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.001 par value		KGJI		The 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~~Securities ~~8.01~~registered pursuant ~~Other~~to ~~Events.~~Section 12(b) of the Act:

The Registrant is filing this Form 8-K with the Securities and Exchange Commission (the “SEC”) to avail itself of an extension to file its Annual Report on Form 10-K for the year ended December 31, 2019 (the “Form 10-K”), originally due on March 30, 2020, in reliance on the SEC’s Order Under Section 36 of the Securities Exchange Act of 1934 Granting Exemptions From Specified Provisions of the Exchange Act and Certain Rules Thereunder, Release No. 34-88465 (March 25, 2020) (which extended and superseded a prior order issued on March 4, 2020) (the “Order”). As such, the Registrant will be relying upon the 45-day extension period provided by the Order to delay filing of its Form 10-K.

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.001 par value		KGJI		The NASDAQ Capital Market

AsThis ~~previously disclosed in the~~ current report on Form 8-K ~~dated February 12, 2020, the Registrant~~ is ~~located~~incorporated ~~in Wuhan, China, the epicenter of the coronavirus disease (COVID-19) outbreak in China. The entire city of Wuhan has been heavily affected~~ by ~~COVID-19 and government protective responses since January 23, 2020. In compliance~~reference ~~with~~into the ~~government~~registration ~~mandates,~~statement ~~the~~on ~~Company~~Form ~~has been temporarily closed and its jewelry production operations have been halted since January 12, 2020. All company personnel have been self~~S-~~quarantined~~3 ~~until~~filed ~~further notice. Based~~ on ~~the~~March ~~latest Chinese government order~~30, ~~travel restrictions on residents of Wuhan are expected to be lifted on April 8,~~ 2020 ~~and~~(file asnumber ~~such, the Registrant expects to resume operations on the same date~~333-237493).

~~The~~Item ~~extension afforded by the Order grants the Company until May 14, 2020 to file its Form 10-K~~1.01 ~~While~~Entry ~~the~~into Company will use its best effort to complete its preparation of the 2019 financial statements within the timeframe established within the Order, the Company is unable to commit to filing the Form 10-K by the May 14, 2020 deadline because the Company’s headquarters and operations are located in Wuhan, China, the epicenter of the COVID-19 outbreak in China. The entire city of Wuhan has been under protective lock-down since January 23, 2020. In compliance with the government mandates, all company personnel have been required to undergo self-quarantines until further notice. These actions have impacted the daily operations of the Company and its ability to complete its financial data by May 14, 2020. As a ~~result,~~Material ~~the~~Definitive Company cannot commit to file the Form 10-K by May 14, 2020. Based on the assessment of the Company management in consultation with its auditor, the Registrant expects to file its Form 10-K by no later than June 30, 2020.Agreement

~~The~~On ~~COVID-19~~April ~~outbreak~~1, ~~has~~2020, Kingold ~~had~~Jewelry Inc. (the “Company”) entered into a ~~significant~~Securities ~~adverse~~Purchase ~~impact~~Agreement (the “Purchase Agreement”) onwith two private investors (the ~~Registrant’s~~“Investors”) ~~operations~~pursuant to which the Company agreed to sell to the Investors, and ~~financial~~the Investors ~~results~~agreed ~~during~~to purchase from the ~~first~~Company, ~~quarter~~in an unregistered private transaction, convertible promissory notes (the “Notes”) with an aggregate principal amount of ~~2020~~$515,000. ~~While~~The ~~the~~Notes ~~impact~~feature an initial issuance discount of ~~COVID-19~~3%, ~~outbreak~~bear interest at 5% annual onrate and mature in one year. The conversion price for the ~~Company’s~~Notes ~~performance~~is initially set at $3.00 per share for the ~~year~~first ~~remains~~180 todays befollowing issuance. ~~seen~~Thereafter, the ~~Registrant~~Notes ~~expects~~may itbe toconverted ~~have~~by the Investors for a ~~material~~price ~~impact~~equal onto ~~its~~70% of the lowest closing price of the Company’s ~~operations~~common ~~and~~stock, ~~financial~~$0.001 ~~results~~par ~~for~~value ~~fiscal~~per ~~2020~~share (the “Common Stock”) during the ten trading days immediately prior to the delivery of an exercise notice.

The ~~Registrant~~Company isalso ~~supplementing~~agreed to ~~its~~sell ~~risk~~to ~~factors~~the ~~previously disclosed~~Investors inwarrants ~~its~~to ~~Annual~~purchase ~~Report~~up onto ~~Form~~an ~~10-K~~aggregate ~~for~~of 200,000 shares of Common Stock at an exercise price of $1.25 per share (the ~~year~~“Warrants”). ~~ended~~The ~~December~~Warrants ~~31,~~are ~~2018~~exercisable from issuance and ~~its~~expire ~~subsequent~~two ~~Quarterly~~years ~~Reports~~from onthe ~~Form~~date ~~10-Q~~of issuance. ~~with~~The exercise price and the ~~following~~number ~~risk~~of ~~factors:~~shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment in the event of stock splits or dividends, or other similar transactions, but not as a result of future securities offerings at lower prices.

~~The~~Net ~~coronavirus~~proceeds ~~disease~~to ~~2019~~the Company ~~(COVID-19)~~from ~~has~~the ~~had~~sale aof ~~significant impact~~the onShares ~~our~~and ~~operations~~the ~~since~~Warrants ~~January~~(such ~~2020~~transaction, ~~and~~the ~~could~~“Offering”), ~~materially~~after ~~adversely~~deducting ~~affect~~estimated offering ~~our~~expenses ~~business~~ and ~~financial~~placement ~~results~~agent ~~for~~fees, ~~the~~are ~~remaining months~~approximately of$445,000. ~~the~~The ~~2020~~Offering ~~fiscal~~closed ~~year~~on April 1, 2020.

~~Our~~Network ~~ability~~1 ~~to manufacture and/or sell our jewelry products~~Financial ~~may be impaired by damage or disruption to our manufacturing~~Securities, ~~warehousing~~Inc. ~~or distribution capabilities, or to~~ (the ~~capabilities of~~“Placement ~~our~~Agent”) ~~suppliers,~~acted ~~logistics service providers or distributors~~ as aexclusive ~~result~~placement ofagent ~~the~~in ~~impact~~connection ~~from~~with the ~~COVID-19.~~Offering ~~This damage or disruption~~pursuant ~~could result from events or factors that are impossible~~ to ~~predict~~a orplacement ~~are~~agent ~~beyond~~agreement ~~our~~between ~~control,~~the ~~such~~Company asand ~~raw~~the ~~material~~Placement ~~scarcity,~~Agent ~~pandemics, government~~dated ~~shutdowns,~~July ~~disruptions in logistics~~9, ~~supplier capacity constraints, adverse weather conditions, natural disasters, fire, terrorism or other events. In December~~ 2019, ~~COVID-19 emerged in Wuhan, China, in which substantially all of our business operations and management are located. The entire city of Wuhan has been locked down by~~ (the ~~government~~“Placement ~~of China since January 23, 2020~~Agreement”). In ~~compliance~~The ~~with~~Placement ~~the~~Agreement ~~government~~provides ~~mandates,~~that the ~~Company~~Placement ~~has~~Agent ~~been~~will ~~temporarily~~receive ~~closed~~a ~~and~~cash ~~its~~commission ~~jewelry~~fee ~~production~~equal ~~operations have been halted since January 12, 2020. All company personnel have been required~~ to ~~undergo~~8% ~~self-quarantines until further notice. The COVID-19 outbreak has had a significant adverse impact on our business and operations during the first quarter~~ of ~~2020. While~~ the ~~spread of~~aggregate ~~the disease has gradually been under control in Wuhan and in China, COVID-19 could adversely affect our business and financial~~gross ~~results~~proceeds ~~for the remaining months~~ of the ~~year 2020~~Offering.

~~Chinese~~The ~~economic~~foregoing ~~downturn~~descriptions of orthe ~~growth~~forms of Purchase Agreement, Note and Warrant are not complete and are qualified in their entirety by references to the ~~slowdown~~full ~~may~~text ~~harm~~of ~~our~~the ~~business~~form of Purchase Agreement, the Placement Agreement, the form of Warrant and the form of Note, which are attached hereto as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, and are incorporated herein by reference.

~~Since~~Item ~~2014, Chinese economic growth has been slowing down from double-digit GDP speed~~3.02 ~~The~~Unregistered ~~situation~~Sales has impacted many industries and economic segments in China, such as restaurants, the hospitality industry, certain manufacturing industries and discretionary or luxury consumer spending. Our business operations in China mainly rely on consumer cash availability and spending, consumer demand for our products and consumer confidence, which are impacted by an economic downturn. The recent rapid spread of ~~COVID-19,~~Equity or fear of such an event, can have a material adverse effect on the demand for gold or jewelry products or luxury good consumption and therefore have a material adverse effect on our business and results of operationsSecurities. As a result of the outbreak of COVID-19 first identified in Wuhan, we have temporarily ceased operations and employees have been quarantined since January 2020 in compliance with government mandate. Additionally, office closings, travel restrictions and required quarantines implemented in China has caused significant slowdown of China’s economic growth and could further adversely affect China’s economy resulting in an economic downturn. If China’s economy continues to slow down or go into recession, our financial and operation results could be materially and adversely affected as a result of slower consumer spending on the jewelry or gold products or below par performance of the consumer discretionary goods industries.

~~Forward~~On April 1, 2020, the Company entered into the Purchase Agreement described in Item 1.01 of this Current Report on Form 8-~~Looking~~K ~~Statements~~pursuant to which, among other things, it agreed to issue the Notes and Warrants to the Investors. The offering of the Notes and Warrants is being made pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder. The disclosures in Item 1.01 of this Form 8-K regarding the Notes and Warrants and the shares of Common Stock issuable upon the exercise or conversion thereof are incorporated by reference into this Item 3.02.

~~This~~Item ~~Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995~~9.01 ~~Words~~Financial ~~such~~Statements ~~as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend,” “potential”~~ and ~~similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements~~Exhibits. These forward-looking statements are based on the Company’s expectations and assumptions as of the date of this Current Report. Each of these forward-looking statements involves risks and uncertainties. Actual results may differ materially from these forward-looking statements. Forward-looking statements contained in this Current Report include statements regarding the timing of operational development, or government mandates related to the Company’s business and operations to address the COVID-19 response. Factors that may cause actual results to differ from those expressed or implied in the forward-looking statements in this Current Report are discussed in the Company’s filings with the SEC, including the section titled “Risk Factors” contained therein. Except as required by law, the Company assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Warrant to purchase Common Stock

4.2		Form of Convertible Note

10.1		Form of Securities Purchase Agreement dated April 1, 2020.

10.2		Placement Agent Agreement dated July 9, 2019 as amended and in effect

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.

KINGOLD JEWELRY, INC. By: /s/ Bin Liu Name: Title: Bin Liu Chief Financial Officer

	KINGOLD JEWELRY, INC.

	By:	/s/ Bin Liu
	Name:	Bin Liu
	Title:	Chief Financial Officer
Date: April 2, 2020

Date: March 30, 2020

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