Section 1.01 Entering into a Material Definitive Agreement.
As stated earlier, on February 23, 2022, Takung Art Co., Ltd.a Delaware
company (the “Company”) has entered into a certain securities purchase agreement (the “February 23 SPA”) with some “non-we persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Company has agreed to sell 11,952,190 units, each consisting of a ordinary share of the Company, par value $0.001 per share (the “Common Shares”) and a warrant to purchase three Common Shares. The purchase price of each unit is $2.51. The Company’s gross proceeds from this offering will be approximately $30 million.
After further discussions between the parties, on March 9, 2022the Company and the Purchasers have agreed to amend and update the February 23 SPA to make changes to the number of Units, unit purchase price and term of the warrants underlying the Units (the “Amended SPA”). Pursuant to the amended SPA, the Company has agreed to sell 10,238,910 units (the “Units”), each consisting of one common share (the “Shares”) and one warrant (the “Warrant”) to purchase three ordinary actions . The purchase price of each unit is $2.93. The Company’s gross proceeds from this offering will be approximately $30 million.
The issue and sale of Units are exempt from the registration requirement of the Securities Act under Regulation S promulgated thereunder.
The warrants may be exercised at any time after the sixth month anniversary of the date of issue at an initial exercise price of $3.1375 in cash (the “Warrant Shares”). Warrants may also be exercised without cash if, at any time after the ninth anniversary of the date of issue, there is no effective registration statement recording, or no current prospectus available for resale of the shares warrants. The Warrants will expire two years after their date of issue. Warrants are subject to customary anti-dilution provisions reflecting stock dividends and stock splits or other similar transactions.
The parties to the Amended SPA have each made customary representations, warranties and covenants, including, among other things, (a) the Investors are “non-we Persons” as defined in Regulation S who acquire the Units for investment purposes, (b) the absence of undisclosed material adverse effects, and (c) the absence of legal proceedings affecting the realization of the transaction contemplated by the SPA Amendment.
The Amended SPA is subject to various closing conditions, including the completion by NYSE American of its review of the notification to NYSE American regarding the listing of the Units.
The net proceeds of this offering will be used by the Company for general corporate purposes, working capital or other related activities, as approved by the Board of Directors of the Company.
The Amended SPA and Mandate forms are filed as Exhibits 10.1 and 10.2 to this current report on Form 8-K, respectively, and these documents are incorporated herein by reference. The foregoing is only a brief description of the material terms of the Amended SPA and the Terms of Reference do not purport to be a complete description of the rights and obligations of the parties hereunder and are qualified in their entirety by reference to these exhibits. .
Item 9.01. Financial statements and supporting documents.
10.1 Form of Amended and Restated Securities Purchase Agreement dated March
10.2 Form of Warrant
104 Cover Page Interactive Data File (embedded within the Inline XBRL
© Edgar Online, source Previews