DATASEA INC. (OTCMKTS:DTSS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On October 22, 2020, Datasea, Inc. (the “Company”) entered into a common stock purchase agreement (the “Purchase Agreement”) with Triton Funds LP (“Triton”). to the Purchase Agreement, subject to certain conditions set forth in the Purchase Agreement, Triton is obligated to purchase up to $2 million of the Company’s common stock from time to time through December 31, 2020.
Each time the Company wishes to issue and sell common stock to Triton under the Purchase Agreement, the Company is required to provide Triton with a purchase notice (the “Purchase Notice”), which Purchase Notice sets forth the total number of shares of common stock that the Company elects to sell to Triton (the “Purchased Shares”). The total purchase price to be paid by Triton at each closing will be determined by multiplying the number of Purchased Shares to be sold by the Company in the Purchase Notice by the purchase price per share, which will be 90% of the lowest closing price of the Company’s common stock during the five business days prior to closing; provided, however, in no event will Triton be obligated to purchase common stock for an aggregate offering price greater than $2 million, and subject to a valuation cap for the Company of $80 million. Notwithstanding anything contained elsewhere in this Agreement to the contrary, the Company shall not effect any sales to Triton, and Triton shall not have the right to purchase hereunder, to the extent that after giving effect to such sales, Triton (together with its affiliates, and any other persons acting as a group together with Triton or any of Triton affiliates, and together with any other contemporaneous equity or debt-linked transactions that may be aggregated into and deemed as one single transaction under the rules and regulations of the Nasdaq Stock Market), would beneficially own in excess of 19.99% of the outstanding shares of the Company’s common stock. The Company is precluded from submitting a purchase notice to Triton in the event the closing price of $1.65 per share as reported on the Nasdaq Stock Market.
The total number of the shares to be purchased under the Agreement shall not exceed 523,596 shares, or 2.5% of the Company’s outstanding shares of common stock on the Agreement’s execution date, subject to the 9.9% beneficial ownership limitation of the Company’s shares of common stock outstanding by Triton.
Closing for sales of common stock will occur no later than three business days following the date on which the Purchased Shares are received by Triton’s custodian. In addition, the Company has agreed to (i) at the time of the CSPA execution remit $10,000 to Triton, and (ii) at the initial closing pay $5,000 to Triton, to reimburse Triton’s expenses related to the transaction.
The shares were offered, and will be issued, to the Prospectus Supplement, dated October 22, 2020, to the Prospectus included in the Company’s Registration Statement on Form S-3 (Registration No. 333-239183) filed with the Securities and Exchange Commission on June 15, 2020.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to Exhibit 10.1 attached hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| 5.1 | Schiff Hardin LLP Legal Opinion. |
| 10.1 | Common Stock Purchase Agreement. |
| 99.1 | Press release. |
DATASEA INC. Exhibit
EX-5.1 2 ea128622ex5-1_datasea.htm SCHIFF HARDIN LLP LEGAL OPINION. Exhibit 5.1 October 22,…
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About DATASEA INC. (OTCMKTS:DTSS)
Datasea Inc. is an early-stage company, which is engaged in the business of providing Internet security products, new media advertising, micro-marketing and data analysis services in the People’s Republic of China. Through its end-consumer marketing platform, the Company seeks to offer marketing solutions to businesses. The Company’s products and services can be delineated into five categories: Internet Security Equipment, New Media Advertising Service, Micro Marketing Service, Internet Service Provider (ISP) Connecting Service and Big Data Processing Service. The Company offers Internet security equipment. The Company has developed over three types of indoor equipment designed for facilities of different sizes and one type of outdoor equipment primarily for use by local branches of the Ministry of Public Security of People’s Republic of China. The Company has developed an electronic platform, Xin Platform. The Company had not generated any revenue.