BEIJING, Sept. 14, 2021 /PRNewswire/ -- China Finance
Online Co. Limited ("China Finance Online", or the "Company", "we",
"us" or "our") (NASDAQ GS: JRJC), a leading web-based financial
services company that provides Chinese individual investors with
fintech-powered online access to securities trading services,
wealth management products, securities investment advisory
services, as well as financial database and analytics services to
institutional customers, today announced that it has raised an
aggregate of $1,174,020 for
additional working capital from management and a private investor
in August and September, to date.
The Company, in a private placement, entered into securities
purchase agreements with Mr. Zheng James
Chen, Mr. Frank J. Mitsch and
Ms. Ying Zhu, each a director of the
Company, and several senior Company management persons (the
"Management SPA"). Pursuant to the Management SPA, the Company will
issue 3,940,050 ordinary shares (exchangeable to 78,801 ADSs) for
an aggregate purchase price of $400,320 and warrants with a purchase price of
$0.10 per warrant. The warrants are
is exercisable for five years to purchase up to 78,801 ADSs, of
which half are exercisable at $5.98
per ADS and half are exercisable at $6,98 per ADS. The per share purchase price
equals the closing trading price of the Company's ADS ($4.98 per ADS) on Nasdaq on September 10, 2021 (the date immediately
preceding the signing of the Management SPA). Each ADS represents
50 ordinary shares of the Company. The Company's independent
directors have approved the transactions contemplated under the
management SPA.
The Company also entered into a securities purchase agreement
with an accredited investor for the sale of ordinary shares and
warrants (the "Investor SPA"). The Investor SPA replaces the
securities purchase agreement previously announced on August 16, 2021. Pursuant to the Investor SPA,
the Company will issue 7,615,150 ordinary shares (exchangeable to
152,303 ADSs) for an aggregate purchase price of $773,700. The per share purchase price equals the
closing trading price of the Company's ADS ($4.98 per ADS) on Nasdaq on September 10, 2021 (the date immediately
preceding the signing of the Investor SPA), plus warrants with a
purchase price of $0.10 per warrant.
The warrants are is exercisable for five years to purchase up to
78,801 ADSs, of which half are exercisable at $5.98 per ADS and half are exercisable at
$6,98 per ADS.
These transactions are subject to customary closing conditions
and the closings are expected to take place in the near future. If
for any reason any investor is unable to pay the aggregate purchase
price due to regulatory restrictions, the Company has the option to
cancel the sales of the securities and the aggregate purchase price
would be converted into a five year loan, bearing interest at 6%
per annum, interest payable in annual installments commencing one
year after the closing date and at maturity. The securities sold in
the private placement have not been registered under the Securities
Act of 1933, as amended, or state securities laws as of the time of
issuance and may not be offered or sold in the United States absent registration with the
Securities and Exchange Commission or an applicable exemption from
such registration requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor shall there be
any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such state.
About China Finance Online
China Finance Online Co. Limited is a leading web-based
financial services company that provides Chinese individual
investors with fintech-powered online access to securities trading
services, wealth management products, securities investment
advisory services, as well as financial database and analytics
services to institutional customers. The Company's prominent
flagship portal site, www.jrj.com, is ranked among the top
financial websites in China. In addition to the web-based
securities trading platform, the Company offers basic financial
software, information services and securities investment advisory
services to retail investors in China. Through its
subsidiary, Shenzhen Genius Information Technology Co. Ltd., the
Company provides financial database and analytics to institutional
customers including domestic financial, research, academic and
regulatory institutions. China Finance Online also provides
brokerage services in Hong
Kong.
Safe Harbor Statement
This press release contains forward-looking statements which
constitute "forward-looking" statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and
as defined in the U.S. Private Securities Litigation Reform Act of
1995. The statements contained herein reflect management's
current views with respect to future events and financial
performance. These forward-looking statements are subject to
certain risks and uncertainties that could cause the actual results
to differ materially from those in the forward-looking statements,
all of which are difficult to predict and many of which are beyond
the control of the Company. These forward-looking statements
can be identified by terminology such as "will," "expects,"
"anticipates," "future," "intends," "plans," "believes,"
"estimates" and similar statements. Among other things, this
release contains the following forward-looking statements
regarding:
- liquidity and sources of funding, including our ability to
continue operating as a going concern;
- our prospect and our ability to attract new users;
- our prospect on building a comprehensive wealth management
ecosystem through providing a fully-integrated online communication
and securities-trading platform;
- our prospect on stabilization in cash attrition and improvement
of our financial position;
- our initiatives to address customers' demand for intuitive
online investment platforms and alternative investment
opportunities; and
- the market prospect of the business of securities-trading,
securities investment advisory and wealth management.
Such statements involve certain risks and uncertainties that
could cause actual results to differ materially from those in the
forward-looking statements, which risk factors and uncertainties
include, amongst others, substantial doubt about ability to
continue as a going concern, the outbreak of COVID-19 or other
health epidemics in China or
globally, changing customer needs, regulatory environment and
market conditions that we are subject to; the uneven condition of
the world and Chinese economies that could lead to volatility in
the equity markets and affect our operating results in the coming
quarters; the impact of the changing conditions of the mainland
Chinese stock market, Hong Kong
stock market and global financial markets on our future
performance; the unpredictability of our strategic transformation
and growth of new businesses; the prospect of our margin-related
business and the degree to which our implementation of margin
account screening and ongoing monitoring will yield successful
outcomes; the degree to which our strategic collaborations with
partners will yield successful outcomes; the prospects for
China's high-net-worth and
middle-class households; the prospects of equipping our customer
specialists with new technology, tools and financial knowledge;
wavering investor confidence that could impact our business; and
possible non-cash goodwill, intangible assets and investment
impairments may adversely affect our net income. Furthermore,
we have recurring losses from operation and inability to generate
sufficient cash flow to meet our obligation and sustain our
operations and face uncertainty as to the operation impact of the
COVID-19 outbreak, that raise substantial doubt about our ability
to continue as a going concern and continue as a listed company on
Nasdaq. Further information regarding these and other risks
is included in the Company's filings with the U.S. Securities and
Exchange Commission, including its annual report on Form 20-F under
"Forward-Looking Information" and "Risk Factors". The Company
does not undertake any obligation to update any forward-looking
statement as a result of new information, future events or
otherwise, except as required under applicable law.
For more information, please contact:
China Finance Online
+86-10-8336-3100
ir@jrj.com
Kevin Theiss
Awaken Advisors
(212) 521-4050
kevin@awakenlab.com
View original
content:https://www.prnewswire.com/news-releases/china-finance-online-announces-private-placement-of-ordinary-shares-and-warrants-301376027.html
SOURCE China Finance Online Co., Ltd.
