SHANGHAI,
Jan. 25, 2021 /PRNewswire/ -- CooTek
(Cayman) Inc. (NYSE: CTK) ("CooTek" or the "Company"), a
fast-growing global mobile internet company, today announced that
it entered into a combined financing package with YA II PN, Ltd., a
Cayman Islands exempt limited
partnership managed by Yorkville Advisor Global, LP (the
"Purchaser"), including (1) a securities purchase agreement and a
convertible note (the "Note") dated January
19, 2021, pursuant to which the Company issued and sold a
Note in an aggregate principal amount of US$10.0 million to the Purchaser, and (2) a
standby equity distribution agreement (the "SEDA") dated
January 22, 2021, pursuant to which
the Company would be able to sell up to US$20.0 million of its ADSs solely at the
Company's request any time during the 36 months following the date
of the SEDA.
The Note bears interest at a rate of 5% per year, and will
mature upon the one-year anniversary of the issuance date, being
January 19, 2022 (the "Maturity
Date"), unless redeemed or converted in accordance with its terms
prior to such date. The principal amount and accrued interest shall
be convertible into the Company's Class A ordinary shares, which
may be further converted into American depositary shares of the
Company (the "ADSs"). Subject to and upon compliance with the terms
of the Note, the Purchaser has the right to convert all or any
portion of the outstanding amount under the Note at its option at
any time prior to the Maturity Date. The conversion price shall be
the lower of (1) US$4.20 per ADS, or
(22) 88% of the lowest daily volume weighted average trading price
of the Company's ADSs during the ten consecutive trading days
immediately preceding the conversion date or other date of
determination, but not lower than the floor price as prescribed in
the Note, subject to adjustment from time to time pursuant to the
terms and conditions of the Note. The purchaser's right to convert
any portion of the Note or otherwise receive ADSs or Class A
ordinary shares thereunder is subject to certain ownership
limitations as provided under the Note. Pursuant to the Note, the
Purchaser shall not sell such number of ADSs in any calendar month
that would result in gross proceeds received by it in excess of the
greater of (1) 30% of the dollar trading volume during such
calendar month or (2) US$1,700,000,
which shall not apply with respect to any sales of the ADSs at
prices greater than or equal to US$4.20 per ADS. The Purchaser has also agreed
under the securities purchase agreement that it shall not directly
or indirectly, engage in any short sales involving the Company's
securities during the period commencing on the date thereof and
ending when no convertible note remains outstanding.
Pursuant to the SEDA, the ADSs would be purchased at 90% of the
market price, which is defined as the lowest daily volume weighted
average price of the Company's ADSs during the five consecutive
trading days commencing on the trading day following the date the
Company submits an advance notice to the Purchaser. For each
advance notice, the maximum advance amount would be 100% of the
average daily value traded of the ADSs during the ten trading days
immediately prior to the date of each advance notice, or such other
amount as may be agreed by the parties. The purchase would be
subject to certain ownership limitations as provided under the
SEDA. The Purchaser has agreed that, during the term of the SEDA,
neither the Investor nor its affiliates will engage in any short
sales or hedging transactions with respect to the Company's Class A
ordinary shares or ADSs.
CooTek intends to use the proceeds from the offering of the Note
and the potential offering of the ADSs pursuant to the SEDA for the
development of online literature products and for general corporate
purposes.
About CooTek (Cayman) Inc.
CooTek is a fast-growing mobile internet company with a global
vision. The mission of CooTek is to empower everyone to enjoy
relevant content seamlessly. The Company's user-centric and
data-driven approach has enabled it to release appealing products
to capture mobile internet users' ever-evolving content needs and
helps it rapidly attract targeted users. CooTek has developed and
brought to market content-rich mobile applications, focusing on
three categories: online literature, scenario-based content and
casual games. For details, please visit:
https://ir.cootek.com/.
Forward Looking Statements
This press release contains forward-looking statements made
under the "safe harbor" provisions of Section 21E of the Securities
Exchange Act of 1934, as amended, and the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can
be identified by terminology such as "will," "expects,"
"anticipates," "future," "intends," "plans," "believes,"
"estimates," "confident" and similar statements. CooTek may also
make written or oral forward-looking statements in its reports
filed with or furnished to the U.S. Securities and Exchange
Commission, in its annual report to shareholders, in press releases
and other written materials and in oral statements made by its
officers, directors or employees to third parties. Any statements
that are not historical facts, including statements about CooTek's
beliefs and expectations, are forward-looking statements that
involve factors, risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking
statements. Such factors and risks include, but not limited to the
following: CooTek's mission and strategies; future business
development, financial conditions and results of operations; the
expected growth of the mobile internet industry and mobile
advertising industry; the expected growth of mobile advertising;
expectations regarding demand for and market acceptance of our
products and services; competition in mobile application and
advertising industry; relevant government policies and regulations
relating to the industry and the development and impacts of
COVID-19. Further information regarding these and other risks,
uncertainties or factors is included in the Company's filings with
the U.S. Securities and Exchange Commission. All information
provided in this press release is current as of the date of the
press release, and CooTek does not undertake any obligation to
update or revise any forward-looking statement to reflect changes
in underlying assumptions or factors, of new information, data or
methods, future events or other changes, except as required under
applicable laws. Investors should not place undue reliance on
forward-looking statements.
For investor enquiries, please contact:
CooTek (Cayman) Inc.
Mr. Robert Yi Cui
Email: IR@cootek.com
ICA (Institutional Capital Advisory)
Mr. Kevin Yang
Phone: +86-021-8028-6033
E-mail: cootek@icaasia.com
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SOURCE CooTek (Cayman) Inc.