UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) ~~January~~March 282, 2016

ARMCO METALS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-34631	26-0491904
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1730 S. Amphlett Boulevard, Suite 230, San Mateo, CA	94402
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code

(650) 212-7630

~~1065~~not Eapplicable ~~Hillsdale Blvd. Suite 315 Foster City, CA 94404~~ (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))

Item 38.0201 ~~Unregistered~~Other ~~Sales of Equity Securities~~Events.

AsOn ~~previously~~March ~~disclosed~~2, ~~Armco Metals Holdings~~2016, ~~Inc.~~the ~~entered~~District ~~into~~Court anin ~~Agreement~~Clark ~~with Shanghai Wisdom & Wealth Investment & Management Co.~~County, ~~Ltd.,~~Nevada anentered ~~entity~~a ~~organized~~Preliminary ~~under~~Order ~~the~~involving ~~laws~~that ofcertain ~~the~~Stipulation ~~People's~~and ~~Republic~~Order ofRegarding ~~China~~Parties’ ~~("Wisdom~~Agreement ~~& Wealth"), pursuant~~ to ~~which,~~Settle ~~from~~and ~~time~~Further toSettlement ~~time~~Procedures ~~until~~in ~~the~~that ~~maturity~~certain ~~date~~derivative action, ~~Wisdom~~Albert ~~& Wealth may convert the $4~~Perron,~~092,457~~ ~~(the~~derivatively ~~"Loan~~on ~~Balance")~~behalf ~~owed~~of itChina by Armco ~~(Lianyungang) Renewable~~ Metals, Inc., anv. ~~entity organized under the laws of the People's Republic of~~ China ~~and~~Armco ~~our wholly-owned subsidiary~~Metals, ~~into~~Inc. ~~shares~~and ofmanagement ~~our common stock at a conversion price equal to 85%~~ of ~~volume~~China ~~weighed~~Armco ~~average price (VWAP) for the common stock during the 10 trading days prior to the conversion date~~Metals, ~~with a floor conversion price of $0~~Inc.20, ~~per~~(Case ~~share~~No. A-13-679151-C). OnAs ~~December~~contemplated ~~24,~~by ~~2015, we entered into a First Amendment of~~ the ~~Agreement~~Stipulation, ~~with Wisdom & Wealth (~~the ~~"First~~parties ~~Amendment")~~have ~~which~~agreed ~~modified~~to certain ~~terms~~governance ofmeasures encompassing the ~~Agreement~~following: ~~which included,~~ (i) ~~extending~~ the ~~maturity~~adoption ~~date~~and implementation of ~~the~~a ~~Loan~~variety ~~Balance~~of ~~was~~corporate ~~extended~~governance ~~for~~measures anrelating ~~additional year~~ to ~~December 31, 2016, (ii) capping~~ the ~~maximum~~underlying ~~number~~issues ofin ~~shares of our common stock which may be issued upon~~ the ~~conversion~~Action ofinvolving the ~~Loan~~Company’s ~~Balance~~practices atand ~~20,462,285~~procedures ~~shares,~~concerning ~~which~~the ~~represented~~issuance ~~approximately 250%~~ of ~~our~~equity ~~outstanding~~awards ~~common~~and ~~stock~~public ondisclosures; ~~the date of the First Amendment,~~ and (~~iii~~ii) ~~limiting~~Defendants’ ~~the~~payment ~~number~~ of ~~shares~~Plaintiff’s ofcounsel’s ~~our~~attorneys’ ~~common~~fees ~~stock issuable to Wisdom & Wealth~~ and ~~its~~expenses ~~affiliates upon any conversion to an amount which would not result~~ in ~~Wisdom & Wealth and/or its affiliates being~~ the ~~beneifical~~amount ~~owner~~ of ~~more than 4.99% of our common stock at the time of the conversion~~$100, ~~among other terms~~000.

OnIf ~~January~~approved 7by the Court, ~~2016~~the ~~Wisdom~~settlement &calls ~~Wealth~~for ~~converted~~plaintiffs ~~$150~~(on behalf of themselves,~~000~~ all current Company stockholders and, derivatively, on behalf of the ~~Loan~~Company ~~Balance~~to ~~into~~release ~~392~~all released claims against the released persons,~~147~~ ~~shares~~as ofdefined ~~our~~in ~~common~~the ~~stock~~Stipulation, atbrought aor ~~conversion~~that ~~price~~could be brought derivatively or otherwise by or on behalf of ~~$0.3825~~the ~~per~~Company ~~share.~~against ~~Subsequent~~any toof ~~such~~the ~~conversion,~~released wepersons ~~have~~(as ~~been~~defined ~~advised~~in the Stipulation), that ~~Wisdom~~arise &out ~~Wealth~~of ~~sold~~or ~~those~~are ~~shares~~related in any way to an(a) ~~unrelated~~the ~~third~~subject ~~party~~matter of the derivative actions; or (b) the facts alleged or that could have been alleged in aany ~~private~~complaint ~~transaction~~filed in the derivative actions.

~~Thereafter,~~The onStipulation ~~January~~was ~~28,~~filed ~~2016~~with ~~Wisdom~~Court &on ~~Wealth~~March ~~converted $130~~2,~~000~~ of2016. ~~the~~On ~~Loan~~March ~~Balance~~2, ~~into 413~~2016,~~335~~ ~~shares~~the ofCourt ~~our~~issued ~~common~~an ~~stock~~Order atPreliminarily aApproving ~~conversion~~Derivative ~~price~~Settlement ofand ~~$0.3145~~Providing ~~per~~for ~~share.~~Notice (“Preliminary Order”).

~~Wisdom~~Pursuant &to ~~Wealth~~the isStipulation anand ~~accredited~~the ~~investor~~Preliminary ~~and~~Order, the ~~issuances~~Company ~~were~~is ~~exempt~~filing ~~from~~a ~~registration~~copy ~~under~~of the ~~Securities~~Notice ~~Act~~of Proposed Settlement of ~~1933,~~Derivative Action (the “Notice”) as ~~amended,~~Exhibit in99.1 ~~reliance~~to this Current Report on ~~exemptions~~From ~~provided~~8-K. byIn ~~Section~~addition, 3the Company will publish the Notice on the Company’s website (awww.armcometals.com)~~(9)~~ ofon ~~that~~the ~~act.~~page titled “Investors.”

The Court has scheduled a hearing for the consideration of final approval of the proposed settlement on April 21, 2016.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description

99.1	Notice of Proposed Settlement of Derivative Action

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.

	ARMCO METALS HOLDINGS, INC.
Date: February 4, 2016	By: /s/ Kexuan Yao
Date: March 17, 2016	By:	/s/ Kexuan Yao
	~~Kexuan Yao, Chief Executive Officer~~	Kexuan Yao, Chief Executive Officer

Filing Compare · Armco Metals Holdings, Inc.