TD Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On November 16, 2023, BAIYU Holdings, Inc. (the “Company”) entered into that certain Securities Purchase Agreement (the “SPA”) with certain purchasers (the “Investors”) who are “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the SPA, the Company has agreed to sell an aggregate of 15,000,000 shares (the “Shares”) of its common stock, par value $0.001 per share (“Common Stock”), at a per share purchase price of $2.09 (representing the number equal to (i) the average Nasdaq Official Closing Price of the Company’s Common Stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the date of the SPA, times (ii) 1.1) (the “Common Stock PIPE”). The Common Stock PIPE has been approved by the Board of Directors of the Company.
The parties to the 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 Shares for investment purposes, (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 SPA.
The SPA is subject to various conditions to closing, including Nasdaq’s completion of its review of the notification to Nasdaq regarding the listing of the Shares. The Shares to be issued in the Common Stock PIPE are exempt from the registration requirements of the Securities Act, pursuant to Regulation S promulgated thereunder. The Common Stock PIPE is expected to close on November 29, 2023.
The net proceeds of the Common Stock PIPE are expected to be used to support the development and expansion of the Company’s businesses in photovoltaic, energy storage power, fast charging stations, and new energy industry operation services, as well as for general corporate and working capital purposes.
The form of the SPA is filed as Exhibit 10.1 to this Current Report on Form 8-K, and such document is incorporated herein by reference. The foregoing disclosure of the SPA is only a brief description of the material terms of the SPA, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.
Item 3.02 Unregistered Sales of Equity Securities
The disclosure set forth in Item 1.01 hereof is hereby incorporated by reference into this Item 3.02.
The offer and sale of the shares of the Common Stock pursuant to the SPA will not be registered under the Securities Act, in reliance on the exemption from registration provided by Regulation S promulgated thereunder. The Shares have not been offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) or persons in the United States.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
| 10.1 | Securities Purchase Agreement, dated as of November 16, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| BAIYU Holdings, Inc. | ||
| Date: November 17, 2023 | By: | /s/ Renmei Ouyang |
| Name: | Renmei Ouyang | |
| Title: | Chief Executive Officer | |
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