MMTECPAR : Purchase Agreement - Form 6-K

Entry Into a Material Definitive Agreement.

On August 12, 2022, MMTEC, Inc. (the "Company") amended and restated the common stock purchase agreement with VG Master Fund SPC ("Investor"), which was initially entered into on August 10, 2022 (as amended and restated, the "Purchase Agreement"). Under the Purchase Agreement, subject to specified terms and conditions, the Company may, from time to time during the term of the Purchase Agreement, sell to Investor up to the lesser of (a) $6.0 million of shares of common stock, par value $0.01 per share, and (b) the maximum amount of securities the Company is permitted to issue under its existing shelf registration statement, which was declared effective by the SEC on July 21, 2020.

Additionally, on August 10, 2022, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with Investor, pursuant to which the Company agreed to file a prospectus supplement with the Securities and Exchange Commission (the "SEC"), covering the resale of shares of common stock issued to Investor under the Purchase Agreement.

In consideration for entering into the Purchase Agreement, the Company will issue 53,334 shares of common stock to Investor as consideration for Investor's commitment to purchase up to $6.0 million of shares of common stock under the Purchase Agreement. The Company cannot sell any shares to Investor until the date that a prospectus supplement covering shares of common stock that have been, and may in the future be, issued to Investor under the Purchase Agreement, which the Company agreed to file with the SEC pursuant to the Registration Rights Agreement, is filed and all of the other conditions set forth in the Purchase Agreement are satisfied (such date, the "Commencement Date"). The purchase price per share for each such purchase will be based on prevailing market prices of the Company's common stock immediately preceding the time of sale, as determined under the Purchase Agreement.

The Company may elect to terminate the Purchase Agreement at any time, without any cost or penalty. The Purchase Agreement does not include any of the following: limitations on the Company's use of amounts it receives as the purchase price for shares of common stock sold to Investor; financial or business covenants; restrictions on future financings (other than restrictions on its ability to enter into a "Variable Rate Transaction" as defined in the Purchase Agreement); rights of first refusal; participation rights or penalties.

The Company's net proceeds under the Purchase Agreement will depend on the frequency of sales and the number of shares sold to Investor and the prices at which the Company sells shares to Investor. The Company expects that any net proceeds it receives from such sales to Investor will be used for general corporate purposes, including working capital.

The foregoing description of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the full text of the Purchase Agreement and the Registration Rights Agreement, which are attached to this Current Report on Form 6-K as Exhibit 10.1 and Exhibit 10.2, respectively, and each of which is incorporated herein by reference.

This Current Report on Form 6-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of common stock, nor shall there be any sale of shares of common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

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SUBMITTED HEREWITH

Exhibits:
5.1		Opinion of Ogier
10.1		Amended and RestatedCommon Stock Purchase Agreement, dated August 10, 2022, between MMTEC, Inc. and VG Master Fund SPC
10.2		Registration Rights Agreement, dated August 10, 2022, between MMTEC, Inc. and VG Master Fund SPC (Incorporated by reference from the exhibit of the same number filed with the Company's Form 6-K, filed with the SEC on August 11, 2022)
23.1		Consent of Ogier (included in Exhibit 5.1)

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