UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. DC 20549

FORM 6-K

~~REPORT~~Report OFof ~~FOREIGN~~a Foreign ~~PRIVATE~~Private ~~ISSUER~~Issuer

~~PURSUANT~~Pursuant TOto Section ~~RULE~~ 13a-16 ORor 15d-16 ~~OF THE~~of the

~~SECURITIES~~Securities ~~EXCHANGE~~Exchange Act ~~ACT~~of OF 1934

For the month of February ~~January 2019~~2018

Commission File ~~Number~~ 001-37459

YULONG ECO-MATERIALS LIMITED .

(Translation of registrant’s name into English)

387 Park Avenue South, 5/fl,

New York City, 10016

646-952-8836

(Address of principal executive offices)

~~Indicate~~(Former byName ~~check mark whether the registrant files~~ or ~~will~~Former ~~file annual reports under cover of Form 20-F or Form 40-F.~~Address

~~Form~~if Changed Since ~~20-F ☒ Form 40-F ☐~~ Last Report)

Indicate by check mark ifwhether the ~~registrant~~ isregistrant ~~submitting~~files ~~the~~or ~~Form~~will ~~6-K~~file inannual ~~paper~~reports asunder ~~permitted~~cover byof ~~Regulation~~Form S20-TF ~~Rule~~or ~~101(b)(1)~~Form 40-F: ~~____~~

~~Indicate by check mark if the registrant is submitting the~~ Form 620-~~K in paper as permitted by Regulation S~~F þ Form 40-~~T Rule 101(b)(7):~~F ~~____~~☐

Indicate by check mark ~~whether~~if ~~by furnishing~~ the ~~information~~registrant is ~~contained~~submitting inthe ~~this~~ Form, ~~the~~6-K ~~registrant~~in ispaper ~~also~~as ~~thereby~~permitted ~~furnishing~~by ~~the~~Regulation ~~information~~S-T ~~to the Commission pursuant to~~ Rule ~~12g3-2~~101(b) ~~under the Securities Exchange Act of 1934. Yes~~(1): ☐ ~~No ☒~~

IfIndicate ~~“Yes”~~by ischeck ~~marked,~~mark ~~indicate~~if the registrant ~~below~~is submitting the ~~file~~Form ~~number~~6-K ~~assigned~~in topaper ~~the~~as ~~registrant~~permitted inby ~~connection~~Regulation ~~with~~S-T Rule ~~12g3-2~~101(b)(7): ~~82-______.~~ ☐

On ~~January~~ 2November 7, ~~2019~~2018, Yulong Eco-Materials Limited (the “Company”) ~~received~~and aCVI ~~letter~~Investments, ~~from~~Inc. GC(“CVI”) &entered ~~Associates~~into the Purchase Agreement ~~CPAs~~(the ~~PLLC~~“Purchase Agreement”) for the purchase and sale of 1,000,000 ordinary shares (“Shares”) of the Company’s ~~independent~~(“Ordinary ~~registered~~Shares”) ~~public~~and ~~accounting~~Ordinary ~~firm~~Share Purchase Warrants (“Warrants”) for an aggregate purchase price of $3,000,000. ~~notifying~~On December 13, 2018, the Company ~~that~~disclosed itin ~~had~~its current report on Form 6-K that the ~~encountered~~Company’s ~~significant~~Ordinary ~~difficulties~~Shares inwould ~~obtaining~~be delisted from ~~management~~The ofNASDAQ Stock Market. On January 11, 2019, the Company disclosed in its current report on Form 6-K that the Company’s ~~disposed~~auditors ~~subsidiaries~~advised inthe ~~China~~Company that they had encountered significant difficulties in obtaining the information and records necessary tofor ~~perform~~the ~~and~~completion ~~complete~~of ~~its~~the audit of the Company’s financial statements for the year ended June 30, 2018,. ~~which~~Such ~~period~~information isand ~~prior~~records related to the ~~Company’s~~operation ~~acquisition~~ of the ~~Millennium~~Company ~~Sapphire~~prior ~~pursuant~~ to ~~that~~the ~~certain~~acquisition ~~Purchase~~by ~~and~~the ~~Sale~~Company ~~Agreement~~of ~~dated~~the ~~August~~Millennium ~~22,~~Sapphire. ~~2018~~As asa ~~filed~~result ~~with~~of the Company’s ~~Form~~inability ~~6-K~~to ~~filed~~complete ~~with~~its audit, the ~~Securities~~Company ~~and~~is unable ~~Exchange~~to ~~Commission~~file onits ~~October~~Annual ~~19,~~Report ~~2018.~~on Form 20-F.

The terms of the Purchase Agreement require the Company isto ~~carefully~~maintain ~~considering~~its listing on The Nasdaq Stock Market and remain current in its ~~options~~filings with the Securities and Exchange Commission. Due to the Company’s inability to meet its obligations under the Purchase Agreement, the parties have agreed to enter into a Rescission Agreement and a Loan and Security Agreement. On January 28, 2019, the Company entered into the Rescission Agreement with CVI Investments, Inc. (“CVI”) pursuant to which the Company agreed to rescind the issuance of 500,000 of the Shares in consideration for the payment of $1,500,000. Additionally, on ~~how~~February 6, 2019, the Company entered into a Loan and Security Agreement pursuant to ~~proceed~~which the Company issued a promissory note to CVI in the principal amount of $2,500,000 in consideration for the return to the Company of balance of the Shares plus all of the Warrants. As security for the Company’s obligations to CVI under the promissory note, the Company agreed to grant CVI a security interest in the Millennium Sapphire. Pursuant to the terms of the Loan and Security Agreement, each party agreed to a general release of their respective rights and obligations under the Purchase Agreement.

The form of the Loan and Security Agreement, Rescission Agreement and Promissory Note are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 6-K.

Exhibits

Exhibit No.		Description

10.1		Loan and Security Agreement
10.2		Rescission Agreement
10.3		Promissory Note

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.

Yulong Eco-Materials Limited

	YULONG ECO-MATERIALS LIMITED.

Date: February 8, 2019	By:	/s/ Daniel S. Mckinney
		Daniel S. Mckinney
		Chief Executive Officer

(Registrant)

Date: January 11, 2019

By: /s/ Daniel Mckinney Name: Daniel Mckinney Title: Chief Executive Officer

Filing Compare · Yulong Eco-Materials Ltd