UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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, February 2020
Commission
File Number: 001-34661
Lianluo
Smart Limited
(Translation
of registrant’s name in English)
Room
611, 6th Floor, BeiKong Technology Building, No. 10 Baifuquan Road,
Changping
District, Beijing, 102200
People’s
Republic of China
(Address
of principal executive offices)
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): ☐
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): ☐
Entry
into a Material Definitive Agreement.
On
February 27, 2020, Lianluo Smart Limited (the “Company”) and certain institutional investors (the “Purchasers”)
entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell
to such investors an aggregate of 4,900,000 Class A Common Shares, par value $0.002731 per share (the “Class A Common Shares”),
in a registered direct offering, and warrants to purchase up to 4,900,000 shares of the Company’s Class A Common Shares
in a concurrent private placement, for total aggregate gross proceeds of $3.43 million (collectively, the “Financings”).
The
Company agreed in the Purchase Agreement that it would not issue any additional Class A Common Shares (or Class A Common Shares
equivalents) for 60 calendar days following the closing of the Financings, subject to certain exceptions, and the Purchasers,
who are the same purchasers who entered into certain securities purchase agreements with the Company dated February 12, 2020 (the
“February 12th SPAs”) and February 21, 2020 (the “February 21st SPAs” and together
with the February 12th SPAs, the “February SPAs”), waived any rights they might have been entitled to under
the February SPAs pursuant to this restriction on additional issuances of Class A Common Shares with respect to the Financings.
The Company also agreed in the Purchase Agreement that it would file with the 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 30 calendar days of the date of the Purchase Agreement) providing for the resale by the Purchasers of the Class
A Common Shares issuable upon exercise of the warrants, and that it would use commercially reasonable efforts to cause such registration
statement to become effective within 181 days following the closing of the Financings.
The warrants have a term of 5.5 years and
will be exercisable upon issuance and have an exercise price of $0.70. The purchase price for each Class A Common Share and the
corresponding warrant is $0.70. A holder of the warrants also will have the right to exercise its warrants on a cashless basis
if, at any time after the six-month anniversary of the warrant issuance date, the registration statement or prospectus contained
therein is not available for the sale of the shares issuable upon exercise of the warrants. Each warrant is subject to standard
anti-dilution provisions to reflect stock dividends, splits or other similar transactions, and full ratchet anti-dilution protection
with respect to the issuance of Class A Common Shares (or Class A Common Shares equivalents) for consideration per share less
than the exercise price of the warrants, subject to certain exceptions and the exercise price never being adjusted to a price
less than $0.18, the “Floor Price.” In addition, the warrants issued pursuant to the February 21st SPAs
in the private placement that closed on February 25, 2020 have been amended and restated to reflect a Floor Price of $0.1701.
The
Company intends to use the net proceeds from the Financings for working capital and general corporate purposes. The Financings
are expected to close on or about March 2, 2020, subject to satisfaction of customary closing conditions.
The
Company also entered into a placement agency agreement dated February 27, 2020 (the “Agency Agreement”) with Maxim
Group LLC, as exclusive placement agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act
as the sole lead/exclusive placement agent in connection with the Financing. The Company agreed to pay the Placement Agent an
aggregate fee equal to 7% of the gross proceeds raised in the Financing. The Company also agreed to reimburse the Placement Agent
for certain expenses, including for fees and expenses related to legal expenses limited to $20,000.
The Placement Agent has required that certain
officers, directors and a major shareholder of the Company enter into lock-up agreements pursuant to which these persons have agreed that, without the prior consent of the Placement Agent, they will not, beginning on February
27, 2020 and through the date that is ninety (90) days following the closing of the Financings, 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
Financings or acquired during the lock-up period.
A
copy of form of the Purchase Agreement, the Agency Agreement, the form of lock-up agreement, form of warrants and the form of
amended and restated warrants are attached hereto as Exhibits 10.1, 10.2, 10.3, 4.1 and 4.2, respectively, and are incorporated
herein by reference. The foregoing summaries of the terms of the Purchase Agreement, the Agency Agreement, the form of lock-up
agreement, the warrants and the amended and restated warrants are subject to, and qualified in their entirety by, such documents.
On
February 27, 2020, the Company issued a press release announcing the Financings. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
The
sale and offering of Class A Common Shares pursuant to the Purchase Agreement was effected as a takedown off the Company’s
shelf registration statement on Form F-3 (File No. 333-227817), which became effective on November 8, 2018, pursuant to a prospectus
supplement filed with the Commission (the “Registration Statement”). The warrants and Class A Common 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.
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.
|
|
LIANLUO
SMART LIMITED
|
|
|
|
February 28, 2020
|
By:
|
/s/
Ping Chen
|
|
|
Ping Chen
|
|
|
Chief Executive
Officer
|
|
|
(Principal Executive
Officer) and
|
|
|
Duly Authorized
Officer
|
3
Lianluo Smart (NASDAQ:LLIT)
Historical Stock Chart
From Apr 2024 to May 2024
Lianluo Smart (NASDAQ:LLIT)
Historical Stock Chart
From May 2023 to May 2024