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): ~~May~~July 1315, 2020

Porter Holding International, Inc.

(Exact name of Company as specified in its charter)

Nevada

333-196336

42-1777496

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

36th Floor, Shenzhen Development Center, #2010, Renmin South Road

Luohu District, Shenzhen, Guangdong, China, 518001

(Address of principal executive offices) (Zip Code)

86-755-22230666

Company’s telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

☐	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))

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. ☐

~~Securities~~ITEM ~~registered~~1.01 ENTRY orINTO toA beMATERIAL ~~registered~~DEFINITIVE ~~pursuant to Section 12(b) of the Act:~~AGREEMENT.

~~Title~~On July 15, 2020, Shenzhen Porter Warehouse E-Commerce Co. Ltd. (“Porter E-Commerce”), a subsidiary of ~~each~~our ~~class~~consolidated ~~Trading~~variable ~~Symbol~~interest entity (s“VIE”) ~~Name~~in China, entered into an Equity Transfer Agreement (the “Agreement”) with Mr. Kezhan Ma, whereby Porter E-Commerce transferred its 57% equity interests in Shenzhen Qianhai Maihuolang E-Commerce Co., Ltd. (“Maihuolang E-Commerce”) to Mr. Kezhan Ma, for cash consideration of ~~each~~RMB ~~exchange~~650,000 on(approximately $92,002) which ~~registered~~amount ~~N/A~~is ~~N/A~~payable ~~N/A~~in one-time payment within eight months of the filing of the equity transfer with the local Business Registration agency.

~~ITEM~~Maihuolang 8E-Commerce is a PRC company engaged in the business of online e-commerce.01 Immediately prior to the entry of the Agreement, Porter E-Commerce owns 57% equity interests in Maihuolang E-Commerce, Mr. ~~OTHER~~Kezhan ~~EVENTS~~Ma directly owns 38% equity interests in Maihuolang E-Commerce, and Maihuolang (Beijing) Technology Development Co., Ltd., a PRC company controlled by Mr. Kezhan Ma, owns the remaining 5% equity interests in Maihuolang E-Commerce. Porter E-Commerce acquired the majority shareholding in Maihuolang E-Commerce in August 2019 as first disclosed in our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 19, 2019. Since its acquisition, Maihuolang E-Commerce failed to realize anticipated benefits and value creation.

~~Inability~~The toforegoing ~~file~~description ~~Quarterly~~of ~~Report~~the onAgreement ~~Form~~does ~~10-Q~~not ~~for~~purport ~~the~~to ~~quarter~~be ~~ended~~complete ~~March~~and ~~31,~~is ~~2020~~ qualified in its entirety by reference to the ~~original~~full ~~deadline~~text of ~~May~~the ~~15,~~Agreement ~~2020~~attached ~~due~~hereto toas ~~circumstances~~Exhibit ~~related to COVID-19~~10.1.

~~Porter~~We ~~Holding~~have ~~International,~~determined ~~Inc.~~that (the ~~“Company”)~~disposition ~~will~~does benot ~~unable~~involve toa ~~file its Quarter Report on Form 10-Q (the~~ “~~10-Q~~significant”) ~~for~~amount ~~the~~of ~~quarter ended March 31~~assets, ~~2020~~and bythus ~~May~~does ~~15,~~not ~~2020~~trigger ~~due~~a todisclosure ~~circumstances related to COVID-19. The Company is relying on the SEC order~~ under ~~Section~~Item ~~36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), dated March 25, 2020 (Release No~~2.01 ~~34-88465) to extend the due date for the filing~~ of ~~the~~Form 108-QK. ~~The Company expects to file the 10-Q on or before June 29, 2020 (45 days after the original due date).~~

~~The~~Item ~~Company is unable to file the 10-Q by its original due date as a result of disruptions caused by the COVID-19 pandemic~~9.01 ~~All~~Financial ofStatements ~~the Company’s operating subsidiaries, employees, facilities~~ and ~~customers are located in China which has been affected by the outbreak of COVID-19 since December 2019~~Exhibits. Although the Company has gradually resumed operations since late March, due to the impact of COVID-19, the audit of the Company’s financial statements for the year ended December 31, 2019 was just recently completed. As a result, the preparation and review of the Company’s financial statements for the quarter ended March 31, 2020 will not be completed by May 15, 2020 without undue hardship and expense to the Company.

~~Below~~(d) ~~is a risk factor regarding COVID -19 that the Company’s stockholders and potential investors should consider with respect to the quarter ended March 31, 2020.~~Exhibits:

Our business operations have been and may continue to be materially and adversely affected by the outbreak of the coronavirus (COVID-19).

Exhibit No.		Description

10.1		English Translation of Equity Transfer Agreement by and between Shenzhen Porter Warehouse E-Commerce Co. Ltd. and Kezhan Ma dated July 15, 2020

An outbreak of respiratory illness caused by COVID-19 emerged in late 2019 and has spread within the PRC and globally. The coronavirus is considered to be highly contagious and poses a serious public health threat. The World Health Organization labeled the coronavirus a pandemic on March 11, 2020, given its threat beyond a public health emergency of international concern the organization had declared on January 30, 2020.SIGNATURES

~~Most~~Pursuant ofto ~~our~~the ~~revenues~~requirements ~~and~~of ~~workforce~~the ~~are~~Securities ~~concentrated~~Exchange inAct ~~China. The epidemic has resulted in lockdown~~ of ~~cities~~1934, ~~travel~~the ~~restrictions,~~registrant ~~and~~has ~~temporary~~duly ~~closures~~caused ofthis ~~stores~~report ~~and~~to ~~facilities~~be insigned ~~China~~on ~~during~~its ~~the~~behalf ~~first~~by ~~quarter of 2020. The negative impacts of~~ the ~~COVID-19~~undersigned ~~outbreak~~hereunto onduly ~~our business have included:~~authorized.

● customers take longer time to make payments, which subjects us to increased credit exposures;

	PORTER HOLDING INTERNATIONAL, INC.

Dated: July 22, 2020	By:	/s/ Zonghua Chen
		Zonghua Chen Chief Executive Officer and Chief Financial Officer

●EXHIBIT in terms of our offline business, quarantines impeded our ability to recruit new clients and made us postpone providing services to existing clients most of which were engaged last year. Travel restrictions limited clients’ ability to visit and meet us in person. Although most communication could be achieved via video calls, this form of remote communication may be less effective in building trust and engaging clients.INDEX

● as to our e-commerce platform, the update of products information online and the delivery of goods may be delayed due to operation interruptions experienced by manufacturers. The imported goods on our platform will face more challenges as the pandemic continues outside China; and,

Exhibit No.		Description
10.1		English Translation of Equity Transfer Agreement by and between Shenzhen Porter Warehouse E-Commerce Co. Ltd. and Kezhan Ma dated July 15, 2020

● the operations of our distributors have been and could continue to be negatively impacted by the epidemic, which may in turn adversely impact our distribution channel or result in loss of customers or disruption to our operations.

The above adverse impacts might be mitigated as quarantines across China have been largely lifted since late March and the Chinese government has rolled out an array of favorable fiscal measures. On March 23, 2020, the government of Shenzhen, China where we are headquartered announced that the city would ease travel restrictions and return to normal. We are currently negotiating with customers on their payment issues and allow them to pay after resuming operations. We will closely monitor these accounts receivable.

We expect our results of operations, revenues and financial condition for the fiscal year 2020 to be adversely affected by the coronavirus pandemic. If this outbreak persists, commercial activities throughout the world could be curtailed with decreased consumer spending, business operation disruptions, interrupted supply chain, difficulties in travel, and reduced workforces. The duration and intensity of disruptions resulting from the coronavirus outbreak is uncertain. It is unclear as to when the outbreak will be contained, and we also cannot predict if the impact will be short-lived or long-lasting. The extent to which the coronavirus impacts our financial results will depend on its future developments. If the outbreak of the coronavirus is not effectively controlled in a short period of time, our business operation and financial condition may be materially and adversely affected as a result of any slowdown in economic growth, operation disruptions or other factors that we cannot predict.

***

Forward-Looking Statements

Statements in this Current Report on Form 8-K are “forward-looking statements” as the term is defined under applicable securities laws. These statements include the anticipated timing of the filing of Company’s 10-Q under the Exchange Act, the expected impact of the COVID-19 outbreak on the Company’s financial reporting capabilities and its operations generally, and the potential adverse effects of such pandemic on the overall business environment. These and other forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements. Such risks and uncertainties are, in many instances, beyond the Company’s control. Forward-looking statements, which are presented as of the date of this filing, will not be updated to reflect events or circumstances after the date of this report except as required by law.

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.

	PORTER HOLDING INTERNATIONAL, INC.
Dated: May 13, 2020	By:	/s/ Zonghua Chen
		Zonghua Chen Chief Executive Officer and Chief Financial Officer

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