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 April 2020
Commission
File Number: 333-226308
HUITAO
TECHNOLOGY CO., LTD.
(Translation
of registrant’s name into English)
9
North West Fourth Ring Road
Yingu
Mansion Suite 1708, Haidian District
Beijing,
People’s Republic of China 100190
Tel:
+86 (10) 8520-5588
(Address
of principal executive office)
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 ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual
report to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document
that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant
is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the
home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a
press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing
a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Entry
into Material Definitive Agreements in Connection with a Registered Direct Offering.
On March 31, 2020, Huitao Technology Co., Ltd.
(the “Company”) and certain institutional investors (the “Purchasers”) entered into certain
securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell to such
Purchasers an aggregate of 2,727,274 ordinary shares, par value $0.001 per share (the “Shares”) in a registered
direct offering and warrants to purchase up to 2,727,274 ordinary shares, par value $0.001 per share (the “Ordinary Shares”)
in a concurrent private placement, for gross proceeds of approximately $1.5 million (the “Offering”).
The warrants will be exercisable immediately
upon the date of issuance and have an exercise price of $0.55. The warrants will expire 5.5 years from the date of issuance. The
purchase price for each Share and the corresponding warrant is $0.55. Each warrant is subject to anti-dilution provisions to reflect
stock dividends and splits or other similar transactions, and full ratchet anti-dilution protection with respect to the issuance
of Ordinary Shares (or Ordinary Share equivalents) for consideration per share less than the exercise price of the warrants. The
warrants contain a mandatory exercise right for the Company to force a cash exercise of the warrants if the Company’s Ordinary
Shares trade at or above 300% of the purchase price per Share in the Offering (or $1.65) for 20 consecutive trading days.
The Company agreed in the Purchase Agreement
that it would not issue any Ordinary Shares (or Ordinary Shares equivalents) for 30 calendar days following the closing of the
Offering subject to certain exceptions including, without limitation, issuances of restricted securities to consultants or employees
of the Company, share option grants and issuances pursuant to existing outstanding securities and issuance in connection with strategic
acquisition. The Company also agreed in the Purchase Agreement that it would file with the U.S. Securities and Exchange Commission
(the “Commission”) a registration statement on Form F-3 (or such other form as the Company is then eligible to use)
as soon as practicable (and in any event within 45 calendar days of the closing of the Offering) providing for the resale by the
Purchasers of the Ordinary Shares issuable upon exercise of the Warrants, and that it would use commercially reasonable efforts
to cause such registration statement to become effective within 180 days following the closing of the Offering.
The Company currently intends to use the net
proceeds from the Offering to expand the education service business and for working capital and other general corporate purposes.
The Offering is expected to close on or about April 2, 2020, subject to satisfaction of customary closing conditions.
The Company also entered into a placement agency
agreement dated March 31, 2020 (the “Placement Agency Agreement’) with Maxim Group LLC, as exclusive placement
agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the placement agent in
connection with the Offering. The Company agreed to pay the Placement Agent an aggregate fee equal to 7% of the gross proceeds
raised in the Offering. The Company also agreed to reimburse the Placement Agent for certain expenses, including for fees and expenses
related to legal expenses limited to $45,000.
The Placement Agent has required that the officers
and directors of the Company enter into lock-up agreements (each a “Lock-Up Agreement”) pursuant to which these
persons have agreed that, without the prior consent of the Placement Agent, they will not, for a period of 180 days following the
closing of the Offering, subject to certain exceptions, offer, sell or otherwise dispose of or transfer any securities of the Company
owned by them as of the date of the closing of the Offering or acquired during the lock-up period.
A
copy of the Placement Agency Agreement, form of the Purchase Agreement, form of warrant, and form of Lock-Up Agreement are
attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated herein by reference. The foregoing summaries
of the terms of the Placement Agency Agreement, Purchase Agreement, the form of warrant, and the form of Lock-Up Agreement are
subject to, and qualified in their entirety by, such documents.
On March 31, 2020, the Company issued a press
release announcing the Offering. A copy of the press release is attached hereto as Exhibit 99.5 and is incorporated herein by reference.
A copy of the legal opinion issued by the Company’s Cayman counsel Conyers Dill & Pearman is attached hereto as Exhibit
99.6.
The sale and offering of the Shares pursuant to the Purchase Agreement
was effected as a takedown off the Company’s shelf registration statement on Form F-3, as amended (File No. 333-236616),
which became effective on March 10, 2020, pursuant to a prospectus supplement filed with the Commission (the “Registration
Statement”). The warrants and Ordinary Shares underlying the warrants were not offered pursuant to the Registration Statement
and were offered pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended,
contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.
Financial
Statements and Exhibits.
Exhibits.
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.
Dated:
April 1, 2020
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HUITAO TECHNOLOGY CO., LTD.
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By:
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/s/
Yang (Sean) Liu
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Name:
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Yang (Sean) Liu
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Title:
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Chief Executive Officer
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3
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