Item 1.01 Entry into a Material Definitive Agreement
As previously reported in the Current Report on Form 8-K filed on January 20,
2021, TD Holdings, Inc. (the "Company") entered into a Common Stock Purchase
Agreement (the "Purchase Agreement"), dated January 19, 2021, with White Lion
Capital, LLC, a Nevada limited liability company (the "Investor"), and on
September 13, 2021, the Company entered into a Settlement and Mutual Release
Agreement (the "Settlement Agreement") with the Investor. Pursuant to the
Settlement Agreement, the Company and the Investor agreed that on any trading
day selected by the Company, provided that the closing price of the Company's
common stock, par value $0.001 per share (the "Common Stock"), on the date of
purchase notice is greater than or equal to $1.00 and there is an effective
registration statement for the resale by the Investor of the Purchase Notice
Shares (as defined in the Settlement Agreement), the Company has the right, but
not the obligation, to present Investor with a purchase notice, directing the
Investor to purchase up to certain amount shares of the Company's Common Stock.
On December 12, 2022, the Company entered into a Settlement and Restated Common
Stock Purchase Agreement (the "Restated Agreement") with the Investor. Pursuant
to the Restated Agreement, in consideration for the Investor's execution and
delivery of, and performance under the Restated Agreement, the Company agreed to
issue to the Investor 300,000 unregistered shares of Common Stock (the
"Commitment Shares") within five business days of execution of the Restated
Agreement. In addition, within thirty days of the execution of the Restated
Agreement, the Company shall deliver to the Investor a purchase notice for
489,306 shares of Common Stock (the "First Purchase Notice") at a purchase price
of 80% of the lowest daily volume-weighted average price ("VWAP") of the
Company's Common Stock during the valuation period as defined in the Restated
Agreement (the "Purchase Price"). Within thirty days of the closing of the First
Purchase Notice, the Company shall deliver to the Investor a purchase notice for
200,000 purchase notice shares (the "Second Purchase Notice") at the Purchase
Price. Between the closing date of the Second Purchase Notice and the period
ending on the earlier of (i) March 31, 2023 or (ii) the date on which the
Investor shall have purchased an aggregate of 2,889,306 purchase notice shares,
the Company shall have the right, but not the obligation, to direct the Investor
to purchase up to 1,900,000 purchase notice shares at which (i) the first
600,000 purchase notice shares shall be at the Purchase Price and (ii) any
remaining purchase notice shares shall be at a purchase price of 85% of the
lowest daily VWAP of the Company's Common Stock during the valuation period as
defined in the Restated Agreement.
The number of shares sold pursuant to any purchase notices under the Restated
Agreement may not exceed the lower of (a) 200% of the Average Daily Trading
Volume (as defined in the Restated Agreement) or (b) the Investment Limit (as
defined in the Restated Agreement) divided by the highest closing price of the
Common Stock over the five most recent business days.
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No purchase notice may result in the Investor beneficially owning (as calculated
pursuant to Section 13(d) of the Securities and Exchange Act of 1934, as
amended, and Rule 13d-3 thereunder) more than 4.99% of the number of shares of
Common Stock outstanding immediately prior to the issuance of shares of Common
Stock issuable pursuant to such purchase notice.
An aggregate of 689,306 shares of Common Stock from the First Purchase Notice
and the Second Purchase Notice, and up to an additional 1,900,000 shares of
Common Stock will be registered for sale directly to the Investor pursuant to a
prospectus supplement, dated of January 19, 2021, as supplemented by that
certain supplement dated December 12, 2022, to the Registration Statement on
Form S-3 (File No. 333-239757), as amended, filed with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "Securities Act"), which became effective on August 4, 2020. The Commitment
Shares will not be registered under the Securities Act, in reliance on the
exemption from registration provided by Section 4(a)(2) of the Securities Act
and/or Regulation D promulgated thereunder.
The Restated Agreement shall replace the Purchase Agreement and Settlement
Agreement in their entirety, and the parties have agreed to mutually release
each other for any and all past claims that may be due to each other prior to
the execution of the Restated Agreement, including, but not limited to, claims
or rights under the Purchase Agreement and Settlement Agreement.
The description of terms and conditions of the Restated Agreement, set forth
herein do not purport to be complete and is qualified in its entirety by
reference to the full text of the form of Restated Agreement, which is attached
hereto as Exhibit 10.1, and is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities
The description of the Commitment Shares set forth under Item 1.01 is
incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
10.1 Settlement and Restated Common Stock Purchase Agreement, dated
December 12, 2022, by and between TD Holdings, Inc. and White Lion
Capital, LLC
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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