Report of Foreign Issuer (6-k)
14 May 2020 - 5:16AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2020
Commission File Number: 333-226308
COLOR STAR TECHNOLOGY CO., LTD.
(Translation of registrant’s name
into English)
800 3rd Ave, Suite 2800
New York NY 10022
(212) 220-3967
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1)
only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7)
only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign
private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled
or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which
the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been
the subject of a Form 6-K submission or other Commission filing on EDGAR.
Entry into Material Definitive Agreements
in Connection with a Registered Direct Offering.
On May 11, 2020, Color Star Technology Co.,
Ltd. (the “Company”) and certain institutional investors (the “Purchasers”) entered into
that certain securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed
to sell to such Purchasers an aggregate of 2,600,000 ordinary shares (the “Shares”), par value $0.001 per share
(the “Ordinary Shares”) in a registered direct offering and warrants to purchase up to 2,600,000 Ordinary Shares
in a concurrent private placement, for gross proceeds of approximately $1.43 million (the “Offering”).
The warrants will be exercisable immediately
upon the date of issuance and have an exercise price of $0.55. The warrants will expire 5.5 years from the date of issuance. The
purchase price for each Share and the corresponding warrant is $0.55. Each warrant is subject to anti-dilution provisions to reflect
stock dividends and splits or other similar transactions, and full ratchet anti-dilution protection with respect to the issuance
of Ordinary Shares (or Ordinary Share equivalents) for consideration per share less than the exercise price of the warrants. The
warrants contain a mandatory exercise right for the Company to force a cash exercise of the warrants if the Ordinary Shares trade
at or above 300% of the purchase price per Share in the Offering (or $1.65) for 20 consecutive trading days.
The Company agreed in the Purchase Agreement
that it would not issue any Ordinary Shares (or Ordinary Shares equivalents) for 30 calendar days following the closing of the
Offering subject to certain exceptions including, without limitation, issuances of restricted securities to consultants or employees
of the Company, share option grants and issuances pursuant to existing outstanding securities and issuance in connection with strategic
acquisition. The Company also agreed in the Purchase Agreement that it would file with the U.S. Securities and Exchange Commission
(the “Commission”) a registration statement on Form F-3 (or such other form as the Company is then eligible to use)
as soon as practicable (and in any event within 45 calendar days of the closing of the Offering) providing for the resale by the
Purchasers of the Ordinary Shares issuable upon exercise of the warrants, or shall include such Ordinary Shares in any registration
statement on Form F-3 filed by the Company pursuant to certain registration rights contained in a securities purchase agreement
entered into by the Company and certain institutional investors on March 31, 2020, and that it would use commercially reasonable
efforts to cause such registration statement to become effective within 180 days following the closing of the Offering.
The Company currently intends to use the net
proceeds from the Offering to expand the education service business and for working capital and other general corporate purposes.
The Offering was closed on May 13, 2020.
The Company also entered into a placement
agency agreement dated May 11, 2020 (the “Placement Agency Agreemen”) with Maxim Group LLC, as exclusive placement
agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the placement agent in
connection with the Offering. The Company agreed to pay the Placement Agent an aggregate fee equal to 7% of the gross proceeds
raised in the Offering. The Company also agreed to reimburse the Placement Agent for certain expenses, including for fees and
expenses related to legal expenses limited to $25,000.
The Placement Agent has required that the
officers and directors of the Company enter into lock-up agreements (each a “Lock-Up Agreement”) pursuant to
which these persons have agreed that, without the prior consent of the Placement Agent, they will not, for a period of 180 days
following the closing of the Offering, subject to certain exceptions, offer, sell or otherwise dispose of or transfer any securities
of the Company owned by them as of the date of the closing of the Offering or acquired during the lock-up period.
A copy of the Placement Agency Agreement,
form of the Purchase Agreement, form of warrant, and form of Lock-Up Agreement are attached hereto as Exhibits 99.1, 99.2, 99.3
and 99.4, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Placement Agency
Agreement, Purchase Agreement, the form of warrant, and the form of Lock-Up Agreement are subject to, and qualified in their entirety
by, such documents.
On May 11, 2020, the Company issued a press
release announcing the Offering. A copy of the press release is attached hereto as Exhibit 99.5 and is incorporated herein by reference.
A copy of the legal opinion issued by the Company’s Cayman counsel Conyers Dill & Pearman is attached hereto as Exhibit
99.6.
The sale and offering of the Shares pursuant
to the Purchase Agreement was effected as a takedown off the Company’s shelf registration statement on Form F-3, as amended
(File No. 333-236616), which became effective on March 10, 2020, pursuant to a prospectus supplement filed with the Commission
(the “Registration Statement”). The warrants and Ordinary Shares underlying the warrants were not offered pursuant
to the Registration Statement and were offered pursuant to an exemption from the registration requirements of Section 5 of the
Securities Act of 1933, as amended, contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.
Financial Statements and Exhibits.
Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: May 13, 2020
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COLOR STAR TECHNOLOGY CO., LTD.
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By:
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/s/ Yang (Sean) Liu
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Name:
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Yang (Sean) Liu
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Title:
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Chief Executive Officer
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