Lion : Securities Purchase Agreement - Form 6-K

As previously disclosed, Lion Group Holding Ltd., a Cayman Islands exempt company (the "Company"), entered into that certain Securities Purchase Agreement, dated as of February 15, 2021 (the "February SPA"), and that certain Securities Purchase Agreement, dated as of December 13, 2021 (the "December SPA," and, collectively with the February SPA, the "Agreements") with an accredited investor (the "Investor"). Pursuant to the Agreements, the Company issued certain Series D American Deposit Shares ("ADSs") Purchase Warrants (the "Series D Warrants"), certain Series E ADSs Purchase Warrants (the "Series E Warrants"), certain Series F ADSs Purchase Warrants (the "Series F Warrants," and, collectively with the Series D and Series E Warrants, the "February Warrants") and certain Series G ADSs Purchase Warrants (the "Series G Warrants," and, collectively with the February Warrants, the "Warrants").

On September 26, 2023, the Company entered into a waiver agreement (the "Waiver Agreement") with the Investor. Pursuant to the Waiver Agreement, the parties agreed to, among other things, waive the Event Market Price (as defined in the Warrants) adjustments requirements set forth under Section 3(a)(ii) of the Warrants, effective as of the issuance dates of the Warrants. The parties further agreed that the Company would use its reasonable best efforts to obtain shareholder approval to increase the number of authorized shares. If, despite the Company's reasonable best efforts, shareholder approval is not obtained, the Company shall convene an additional shareholder meeting semi-annually until such approval is obtained. The Warrants shall not be exercisable by the Investor until the earlier of (x) the approval to increase authorized shares is obtained and (y) October 6, 2023.

The foregoing description of the Waiver Agreement is qualified in its entirety by reference to the full text of the form thereof, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.