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): ~~August~~September 1330, 2019

HIGHPOWER INTERNATIONAL, INC.

_____________________________________________________

(Exact name of registrant as specified in its charter)

Delaware	001-34098	20-4062622
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Building A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang, Shenzhen, Guangdong, 518111, China

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code

(86) 755-89686238

(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)

¨x 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 registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	HPJ	Nasdaq Stock Market LLC (Nasdaq Global Market)
Preferred Stock Purchase Rights	HPJ	Nasdaq Stock Market LLC (Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 28.0201 ~~Results~~Other ~~of Operations and Financial Condition.~~Events

On ~~August~~September 1330, 2019, ~~Highpower~~the ~~International,~~Company ~~Inc.~~issued (a press release relating to the “filing of the Company’s definitive proxy statement for its special meeting to be held on October 29, 2019 in connection with the Company’s pending acquisition by HPJ Parent Limited (“Parent”), ~~issued~~an aexempted company ~~press~~with ~~release~~limited ~~announcing~~liability ~~financial~~incorporated ~~results~~under the laws of the Cayman Islands and formed for the ~~period~~benefit ~~ended~~of ~~June~~a 30consortium consisting of Mr. Dang Yu (George) Pan, ~~2019~~the Company’s Chairman and Chief Executive Officer and a stockholder of the Company, Mr. Wen Liang Li, a director and stockholder of the Company, Mr. Wen Wei Ma, a stockholder of the Company, and Essence International Capital Limited, a company incorporated in Hong Kong, through a merger of the Company with a wholly-owned subsidiary of Parent (the “Merger”). A copy of the press release is attached hereto as Exhibit 99.1 and ~~the information therein~~ is incorporated herein by reference.

~~Item~~Cautionary ~~7.01~~Statement ~~Regulation~~Regarding ~~FD Disclosure.~~Forward-Looking Statements

~~The~~All ~~information~~statements ~~under~~included ~~Item~~in 2this Form 8-K, other than statements or characterizations of historical fact, are forward-looking statements.02 ~~above~~These isforward-looking ~~incorporated~~statements ~~herein~~are based on our current expectations, estimates and projections about our industry, management’s beliefs, and certain assumptions made by ~~reference~~us, all of which are subject to change. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "could," "potential," "continue," "ongoing," similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to factors, risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement, including (but not limited to): (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (2) the inability to consummate the Merger due to the failure to obtain stockholder approval for the adoption of the Merger Agreement (including the affirmative vote of at least a majority of all outstanding Shares unaffiliated with the consortium) or the failure to satisfy other conditions to completion of the proposed transaction, (3) risks related to the disruption of management’s attention from the Company’s ongoing business operations due to the proposed transaction and (4) the effect of the announcement of the proposed transaction on the Company’s relationships with its customers, suppliers and business generally.

The ~~information~~forward-looking ~~reported~~statements ~~under Items 2.02 and 7.01~~included in this ~~Current~~press ~~Report~~release onspeak ~~Form~~only ~~8-K,~~as ~~including~~of ~~Exhibit~~the 99date hereof.1 ~~attached~~Additional ~~hereto,~~discussions isof ~~being~~factors ~~"furnished"~~affecting the Company’s business and ~~shall~~prospects ~~not~~are bereflected ~~deemed filed~~under ~~for~~the ~~purposes~~caption of“Risk ~~Section~~Factors” 18and in other sections of the ~~Securities~~Company’s ~~Exchange~~Annual ~~Act~~Report on ofForm ~~1934~~10-K for the Company’s fiscal year ended December 31, as2018, ~~amended~~and (other filings made with the ~~“Exchange~~SEC. ~~Act”)~~The orCompany ~~otherwise~~expressly ~~subject~~disclaims toany ~~the~~intent ~~liabilities~~or ofobligation ~~that~~to ~~section~~update any forward-looking statements, ~~nor~~whether ~~shall~~written itor oral, that may be ~~deemed~~made ~~incorporated~~from bytime to ~~reference~~time inby ~~any~~or ~~filing~~on ~~under~~behalf of the ~~Securities Act~~Company ofor ~~1933~~its subsidiaries, whether as ~~amended,~~a orresult ~~the~~of ~~Exchange~~new ~~Act~~information, ~~regardless~~changed ofcircumstances ~~any~~or ~~general~~future events, ~~incorporation~~or ~~language~~for inany ~~such~~other ~~filing~~reason.

~~Item~~Additional ~~9.01~~Information ~~Financial~~about ~~Statements~~the ~~and Exhibits~~Proposed Transaction

In connection with the proposed transaction, the Company, on September 27, 2019, filed with the SEC and will furnish to the Company’s stockholders a definitive proxy statement and other relevant documents. INVESTORS AND STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER AND RELATED MATTERS. The Company’s stockholders also will be able to obtain these documents, as well as other filings containing information about the Company, the Merger and related matters, without charge, from the SEC’s website (dhttp://www.sec.gov). In ~~Exhibits~~addition, stockholders will also be able to obtain these documents, without charge, by contacting the Company or Okapi Partners, LLC at the following address and/or telephone number:

Exhibit No.	Description
99.1	Press Release dated August 13, 2019.

Highpower International, Inc.

Building A1, 68 Xinxia Street

Pinghu Town, Longgang District

Shenzhen, Guangdong, 518111

People’s Republic of China

Attention: Investor Relations Manager

Telephone: +86 755 8968 7255 / +1-909-214-2482

Okapi Partners, LLC

1212 Avenue of the Americas, 24th Floor

New York, New York 10036

+ 1 (212) 297-0720 (Main)

+ 1 (877) 629-6357 (Toll-Free)

Email: info@okapipartners.com

~~SIGNATURES~~Participants in the Proposed Transaction

~~Pursuant~~The Company and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be “participants” in the ~~requirements~~solicitation of proxies from the ~~Securities~~Company’s ~~Exchange~~stockholders ~~Act~~with respect to the Merger. Information regarding the persons who may be considered “participants” in the solicitation of ~~1934,~~proxies is set forth in the ~~registrant~~proxy ~~has~~statement ~~duly~~and ~~caused~~other ~~this~~relevant documents ~~report~~filed towith bethe ~~signed~~SEC. onAdditional ~~its~~information ~~behalf~~regarding bythe interests of such potential participants is included in the proxy ~~undersigned~~statement ~~hereunto~~and ~~duly~~the ~~authorized~~other relevant documents filed with the SEC.

Dated: August 13, 2019	Highpower International, Inc.
	/s/	Shengbin (Sunny) Pan
	By:	Shengbin (Sunny) Pan
	Its:	Chief Financial Officer

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description

99.1	Press Release dated September 30, 2019.

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.

Dated: September 30, 2019	Highpower International, Inc.

	/s/	Shengbin (Sunny) Pan
	By:	Shengbin (Sunny) Pan
	Its:	Chief Financial Officer

EXHIBIT INDEX

Exhibit
No.

Description

99.1

Press Release dated September 30, 2019

Filing Compare · Highpower International, Inc.