ChinaNet Online Holdings, Inc. (NASDAQ:CNET) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.Entry into a Material Definitive Agreement.
On January 12, 2018, ChinaNet Online Holdings, Inc. (the “Company”) and certain institutional investors entered into a securities purchase agreement, to which the Company agreed to sell to such investors an aggregate of 2,150,001 shares of Common Stock together with warrants to purchase a total of 645,000 shares of Common Stock, for gross proceeds of approximately $11.1 million. Each purchaser of shares of Common Stock will receive a warrant to purchase a number of shares equal to 30% of the number of shares of Common Stock the purchaser purchases in the offering with a warrant term of 30 months. The purchase price for each share of Common Stock and the related warrant is $5.15. Each warrant has an exercise price of $6.60. Each warrant is subject to anti-dilution provisions that require adjustment of the number of shares of Common Stock that may be acquired upon exercise of the warrant, or to the exercise price of such shares, or both, to reflect stock dividends and splits, subsequent rights offerings, pro-rata distributions, and certain fundamental transactions. The warrants also contain “full ratchet” price protection in the event of subsequent issuances below the applicable exercise price.
The closing of the offering is expected to take place on or about January 17, 2018, subject to the satisfaction of customary closing conditions.
On January 8, 2018, the Company entered into a letter agreement with FT Global Capital, Inc., as exclusive placement agent (the “Placement Agent”), to which the Placement Agent has agreed to act as placement agent on a best efforts basis in connection with the above offering.The Company has agreed to pay the Placement Agent an aggregate fee equal to 6% of the gross proceeds from the sale of shares of Common Stock and related warrants in this offering. The Company has also agreed to issue to the Placement Agent a warrant to purchase a number of shares of Common Stock equal to 6.0% of the aggregate number of shares of Common Stock sold in this offering, which warrant will have an exercise price of $6.60 per share and will terminate on the three-year anniversary of the closing of the offering. The Company also agreed to reimburse the Placement Agent for certain expenses, including $15,000 for fees and expenses related to “blue sky” counsel and $25,000 for additional legal expenses.
The shares of Common Stock, warrants to purchase Common Stock, and shares of Common Stock issuable upon exercise of the warrants will be issued to a prospectus supplement filed with the Securities and Exchange Commission (the “SEC”), in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No. 333-207466), which was declared effective by the SEC on October 29, 2015.
A copy of the letter agreement, form of securities purchase agreement and form of warrant are attached hereto as Exhibits 10.1, 10.2 and 4.1, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the letter agreement, securities purchase agreement and the warrants are subject to, and qualified in their entirety by, such documents.
On January 12, 2018, the Company issued a press release announcing the offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
ChinaNet Online Holdings, Inc. ExhibitEX-4.1 2 exh4_1.htm EXHIBIT 4.1 Exhibit 4.1 EXHIBIT A COMMON STOCK PURCHASE WARRANT [__________] Warrant Shares: [_______] Initial Exercise Date: January ,…To view the full exhibit click here
About ChinaNet Online Holdings, Inc. (NASDAQ:CNET)
ChinaNet Online Holdings, Inc. is a holding company that conducts its primary businesses through its subsidiaries and operating entities (the variable interest entities (VIEs)). The Company is a business-to-businesses (B2B), integrated Internet technology company providing online-to-offline (O2O) sales channel expansion, precision marketing and the related data services for small and medium-sized enterprises, and entrepreneurial management and networking services for entrepreneurs in the People’s Republic of China. Its segments include Internet advertising and TV advertising. Its services include preparing and publishing media enabled advertising and marketing campaigns for clients on the Internet, mobile phone, television and other communication channels; hosting mini-sites with online messaging and consulting functionalities; providing search engine marketing services; providing data services, and providing social networking and information sharing services to entrepreneurs.