form 8-k securities and exchange commission … fileunited states securities and exchange commission...

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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 12, 2018 TAKUNG ART CO., LTD (Exact name of registrant as specified in its charter) Delaware 001-38036 26-4731758 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) Flat/RM 03-04 20/F Hutchison House 10 Harcourt Road, Central Hong Kong (Address of Principal Executive Offices) Registrant’s telephone number: +852 3158 0977 ________________________________________________ (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 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)) 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. ¨

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Page 1: FORM 8-K SECURITIES AND EXCHANGE COMMISSION … fileUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d)

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 12, 2018

TAKUNG ART CO., LTD

(Exact name of registrant as specified in its charter)

Delaware 001-38036 26-4731758(State or other jurisdiction

of incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

Flat/RM 03-04 20/F Hutchison House10 Harcourt Road, Central Hong Kong(Address of Principal Executive Offices)

Registrant’s telephone number: +852 3158 0977

________________________________________________

(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 registrant underany 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)) 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 complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Page 2: FORM 8-K SECURITIES AND EXCHANGE COMMISSION … fileUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d)

Item 7.01 Regulation FD Disclosure

On March 12, 2018, the management of Takung Art Co., Ltd, a Delaware corporation (“Takung”), made a presentation at the 30thAnnual ROTH Conference.

The materials presented or distributed at the conference are attached as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Item 7.01 is not “filed” for purposes of the Securities Exchange Act of 1934, as amended, and is

not deemed incorporated by reference by any general statements incorporating by reference this report or future filings into any filingsunder the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Companyspecifically incorporates the information by reference.

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 Conference presentation deck

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned hereunto duly authorized. Takung Art Co., Ltd Date: March 13, 2018 /s/ Di Xiao Name: Di Xiao Title: Chief Executive Officer

Page 3: FORM 8-K SECURITIES AND EXCHANGE COMMISSION … fileUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d)

Exhibit 99.1

www.TakungArt.com TAKUNG ART COMPANY LTD | NYSE American: TKAT MARCH 2018

Page 4: FORM 8-K SECURITIES AND EXCHANGE COMMISSION … fileUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d)

Safe Harbor Statement The matters discussed in this presentation, particularly information regarding future revenue, earnings, business plans and goals, consist of forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are subject to the safe harbor created by these sections and involve risks and uncertainties, which could cause actual results to differ materially from the forwardlooking information. Such statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These statements are based on assumptions and estimates that management believes are reasonable based on currently available information; however, management’s assumptions and the Company's future performance are both subject to a wide range of business risks and uncertainties, and there is no assurance that these goals and projections can or will be met. Any number of factors could cause actual results to differ materially. The Company undertakes no obligation to publicly update or revise any forward-looking statements. All forward-looking information contained herein is subject to the risk factors and uncertainties described in the Company’s filings with the Securities and Exchange Commission, which risk factors and uncertainties are incorporated by reference as though fully set forth herein. www.TakungArt.com TAKUNG ART COMPANY LTD | NYSE American: TKAT 2

Page 5: FORM 8-K SECURITIES AND EXCHANGE COMMISSION … fileUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d)

Our Mission We aim to become the premier shared ownership brand for art and culture investment in the world. Through our innovative fractionalized ownership platforms, we enable upper-middle class consumers to trade and own international fine art, sports memorabilia, and collectibles. www.TakungArt.com TAKUNG ART COMPANY LTD | NYSE American: TKAT 3

Page 6: FORM 8-K SECURITIES AND EXCHANGE COMMISSION … fileUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d)

Chinese middle class disposal income is expected to grow at a CAGR of 22% www.TakungArt.com TAKUNG ART COMPANY LTD | NYSE American: TKAT 4 Spending on Chinese art reached US$5bn in 2017 Our Opportunity 0 2 4 6 8 10 12 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 USD, billions Source: McKinsey Annual spending on Chinese art Source: Art Market Monitor of Artron (AMMA) via Artprice.com 29% 16% 54% 22% 14% 54% 3% 9% 2012 2022 Total urban households: 256 million Total urban households: 357 million 16% 5% Poor (- 1.5%) 54% 14% Mass middle class (-3.3%) 20% 56% Upper middle class (22.4%) 11% 25% Affluent (19.6%) 2012 2022 CAGR Urban private consumption: RMB 10.05 bn Urban private consumption: RMB 26.8 bn Projected growth of private consumption

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Liquidity Valuation Regulation Technology & Data Intelligence Due Diligence Storage Quality & Authenticity UNIT TRADING COLLECTIBLES (Sports + Collectibles) TAKUNG ONLINE www.TakungArt.com TAKUNG ART COMPANY LTD | NYSE American: TKAT 5 Our platforms resolve the pain points of traditional art investing. Our Platforms

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www.TakungArt.com TAKUNG ART COMPANY LTD | NYSE American: TKAT 6 Unit Trading Collectibles Takung Online 2017 Listings: 58 Unit+ concept introduced Platform launched in Q2 2017 Trading volume exceeded USD $1.9 billion per month Sports listings: 1 Collectibles listings: 1 More than 125 artists represented Re-trained Authorized Agents to list higher value portfolios First offering (Gerrard jerseys) in Q4 2017 First offering (Golden Newspapers) in Q3 2017 Artist promotion service launched in Q3 2017 Trader population exceeds 170,000 Expanding Business Model

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www.TakungArt.com TAKUNG ART COMPANY LTD | NYSE American: TKAT 7 5USPORTS.COM PNH GROUP China Art Association Ceramic Art Committee China National Arts and Crafts Society Huangshan Arts Association China Cultural Heritage Foundation Valuable Partnerships Union of Mongolian Artists Russian Artists Society Malaysia Chinese Brush Painting Art Society

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Capital Structure • Incorporated in late 2012 • Reverse acquired public shell in October 2014 • Uplisted to NYSE American in March 2017 • No warrants 11.2 Million Shares Outstanding Unrestricted: 1,855,329 Restricted: 9,353,553 Financial Highlights www.TakungArt.com TAKUNG ART COMPANY LTD | NYSE American: TKAT 8

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www.TakungArt.com TAKUNG ART COMPANY LTD | NYSE American: TKAT 9 Significant Business Model Changes in 2017 Long Term Effect • Increase long term platform liquidity • Reduce trading volatility • Increase retail trader participation Short Term Effect • One-time A/R write-off of $1.8mm in Q4 • Listing Fee Revenue fell 49% compared to 2016 due to Authorized Agent re-training Trading volume grew to over 2.0 billion units per month

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www.TakungArt.com TAKUNG ART COMPANY LTD | NYSE American: TKAT 10 Financial Highlights Revenue Drivers (USD, millions) 0 5 10 15 20 2017 2016 2015 Listing Fees Commissions Management Fees 2015 2016 2017 (Est) Income Statement Revenue $ 11,335,851 $ 19,143,429 $ 12,900,000 Gross Profit 93% 94% 90% Net Income $ 5,436,109 $ 6,370,694 $ (1,000,000) Shares Outstanding 11,119,276 11,169,276 11,200,000 EPS $ 0.57 $ 0.60 $ (0.09) Balance Sheet Cash $ 10,769,456 $ 13,395,337 $ 11,800,000 Restricted Cash $ 16,195,289 $ 21,743,360 $ 25,300,000 Shareholder Equity $ 11,276,895 $ 17,632,697 $ 18,000,000 Free Cash Flow $ 5,276,603 $ 4,024,800 $ 2,000,000

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www.TakungArt.com TAKUNG ART COMPANY LTD | NYSE American: TKAT 11 2018: Growth Initiatives Unit Trading Sports Memorabilia Collectibles Takung Online • First important Western artist offering • 55 new listings • Messi, Ronaldo listings launched in Q1 • Other sports introduced • 15 new listings • New asset classes • 4 new listings • Revenue generation begins • Potential U.S. launch

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Investment Considerations • Attractive valuation based on near & long-term growth characteristics • Sports Memorabilia and Collectibles verticals offer significant revenue boost in 2018 and beyond • Earnings leverage on par with e-commerce sector • High gross profit with substantial free cash flow • Strong balance sheet can finance future growth • Prominent research firms begin coverage in Q2 2018 www.TakungArt.com TAKUNG ART COMPANY LTD | NYSE American: TKAT 12