Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on June 27, 2022, Takung Art Co., Ltd., a Delaware
corporation (the "Company") entered into certain securities purchase agreement
(the "SPA") with certain "non-U.S. Persons" (the "Purchasers") as defined in
Regulation S of the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to which the Company agreed to sell 15,789,474 units (the "Unit"), each
Unit consisting of one share of the common stock of the Company, par value
$0.001 per share (the "Common Stock") and a warrant to purchase two shares of
Common Stock (the "Warrant"). The purchase price of each Unit was $1.90.
Upon further discussion among the parties, on July 27, 2022, the Company and the
Purchasers agreed to amend and restated the SPA to make amendments to the number
of Units and the Unit purchase price (the "Amended SPA"). Pursuant to the
Amended SPA, the Company agreed to sell 10,380,623 Units. The purchase price of
each Unit is $2.89. The gross proceeds to the Company from this offering will be
approximately $30 million.
The issuance and sale of the Units is exempted from the registration requirement
of the Securities Act pursuant to Regulation S promulgated thereunder.
The Warrants are exercisable at any time after the six-month anniversary of the
issuance date at an initial exercise price of $3.6125 for cash (the "Warrant
Shares"). The Warrants may also be exercised cashlessly if at any time after the
nine-month anniversary of the issuance date, there is no effective registration
statement registering, or no current prospectus available for, the resale of the
Warrant Shares. The Warrants shall expire two years from its date of issuance.
The Warrants are subject to customary anti-dilution provisions reflecting stock
dividends and 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-U.S. Persons" as defined in Regulation S and are acquiring the Units for
the purpose of investment, (b) the absence of any undisclosed material adverse
effects, and (c) the absence of legal proceedings that affect the completion of
the transaction contemplated by the Amended SPA.
The Amended SPA is subject to various conditions to closing including NYSE
American's completion of its review of the notification to NYSE American
regarding the listing of the Units.
The net proceeds of this offering shall be used by the Company in connection
with the Company's general corporate purposes, working capital, or other related
business as approved by the board of directors of the Company.
The forms of the Amended SPA and Warrant are filed as Exhibits 10.1 and 10.2 to
this Current Report on Form 8-K, respectively, and such documents are
incorporated herein by reference. The foregoing is only a brief description of
the material terms of the Amended SPA and the Warrant does not purport to be a
complete description of the rights and obligations of the parties thereunder and
are qualified in their entirety by reference to such exhibits.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Form of Amended and Restated Securities Purchase Agreement
10.2 Form of Warrant
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
1
© Edgar Online, source Glimpses