SEC Form 6-K filed by Lion Group Holding Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2024

Commission File Number: 001-39301

LION GROUP HOLDING LTD.

Not Applicable
(Translation of registrant’s name into English)

Cayman Islands
(Jurisdiction of incorporation or organization)

3 Phillip Street, #15-04 Royal Group Building

Singapore 048693
(Address of principal executive office)

Registrant’s phone number, including area code
+65 8877 3871

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒             Form 40-F ☐

Entry into a Material Agreement and Unregistered Sale of Equity Securities.

On August 9, 2024, Lion Group Holding Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with ATW Opportunities Master Fund II, LP (the “Purchaser”), pursuant to which the Company received net proceeds of $1,425,000 in consideration of the issuance of Convertible Debenture (the “Debenture”) in the principal amount of $1,500,000 and the issuance of warrant (the “Series J Warrant”) to purchase 4,017,858 American Depositary Shares of the Company (the “ADSs”) with an exercise price equal to $0.28 per ADS and having a term of exercise expiring on August 9, 2031.

The transactions contemplated under the Securities Purchase Agreement closed on August 9, 2024 (“First Closing Date”). The Company intends to use the proceeds from the issuance of the Debenture for working capital purposes.

The Debenture matures on August 9, 2027, bears interest at a rate of 8% per annum to the extent such interest is paid in cash or 12.0% to the extent such interest is paid in ADSs at the Company’s election, and is convertible into ADSs, beginning after its original date of issuance at a conversion price is $0.28, which shall be reset to the lower of $0.28 and the closing price of the ADSs on the trading day immediately preceded the Effective Date (as defined in the Debenture), per ADS. Interest is payable quarterly in cash, or the Company may pay accrued interest in its ADSs.

The Company granted the Purchaser the right to purchase a pro-rata share (based on the original subscription amount as to the first closing) of an additional $23,750,000 of Debentures within 24-month anniversary of the First Closing Date.

The Debenture contains conversion limitations providing that a holder thereof may not convert the Debenture to the extent (but only to the extent) that, if after giving effect to such conversion, the holder or any of its affiliates would beneficially own in excess of 4.99% of the Company’s ordinary shares immediately after giving effect to such conversion. A holder may increase or decrease its beneficial ownership limitation upon notice to the Company provided that in no event such limitation exceeds 9.99%, and that any increase shall not be effective until the 61st day after such notice.

Upon the occurrence of an event of default under the Debenture, the outstanding principal amount of the Debenture and accrued interest but unpaid interest, and interest accrues equal to the lesser of 18% per annum or the maximum rate permitted under applicable law, liquidated damages and other amounts owing immediately due and payable in cash at the mandatory default amount.

The Company has also granted the Purchaser a 24-month right to participate in specified future financings, up to a level of 30%.

The Debenture and Series J Warrant were sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The Purchaser is an accredited investor which has purchased the securities as an investment in a private placement that did not involve a general solicitation. The ADSs to be issued upon conversion of the Debenture and exercise of Series J Warrant have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements. This Current Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. 

As part of consideration of entering into the Securities Purchase Agreement, the Company and the Purchaser agreed that the conversion price of the Debenture and the exercise price of the Series J Warrant will not affect the conversion price of those certain convertible debentures, originally issued on September 5, 2023, and January 23, 2024, respectively (collectively, the “Outstanding Debentures”), and the exercise price of Series D, Series E, Series F, Series G, Series H, and Series I American Depositary Shares Purchase Warrants currently outstanding and held by the Purchaser and/or its affiliates (collectively, the “Outstanding Warrants”).

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Securities Purchase Agreement, the form of Debenture, and the form of Series J Warrant attached hereto as Exhibits 10.1, 10.2, and 10.3, respectively, each of which are incorporated herein by reference. 

This Amendment and each of the exhibits to this Amendment are hereby incorporated by reference into the registration statements on Form F-3 (No. 333-269333) and Form S-8 (No. 333-275597) of the Company.

EXHIBIT INDEX

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, thereunto duly authorized.

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