Report of Foreign Issuer (6-k)
18 April 2019 - 6:38AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2019
Commission
File Number: 001-38772
REEBONZ
HOLDING LIMITED
(Exact Name of Registrant as Specified in Its Charter)
c/o
Reebonz Limited,
5 Tampines North Drive
5
#07-00
Singapore
528548
+65 6499 9469
(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): ☐
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 April 15, 2019, Reebonz Holding Limited
(the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital
Partners, LLC and Maxim Group LLC, as joint bookrunning managers (the “Representatives”) of the underwriters named
therein, relating to a firm commitment underwritten public offering of 2,150,000 ordinary shares and 2,150,000 warrants to purchase
ordinary shares at a combined offering price of $5.00 per ordinary share and accompanying warrant. Each ordinary share is being
sold together with a warrant to purchase one ordinary share. Each warrant has an exercise price per ordinary share of $5.00,
is immediately exercisable and expires on the fifth anniversary of the original issuance date. The Company also granted
the Representatives a 30-day option to purchase up to 322,500 ordinary shares and/or 322,500 warrants to purchase ordinary shares
to cover over-allotments, if any.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, and customary conditions
to closing, indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act
of 1933, as amended, other obligations of the parties, and termination provisions.
On
April 17, 2019, the Company closed the offering contemplated by the Underwriting Agreement and issued 2,150,000 ordinary
shares and 2,472,500 warrants (including 322,500 sold pursuant to the exercise of the over-allotment option) to the underwriters. The
net proceeds to the Company were approximately $10.0 million, before offering expenses payable by the Company.
In connection with the offering, the Company
entered into a warrant agency agreement (the “Warrant Agreement”) dated April 17, 2019 with Continental Stock Transfer
& Trust Company (“Continental”) for Continental to act as warrant agent for the Warrants. The form of Warrant Certificate
representing the Warrants is included as Exhibit A to the Warrant Agreement.
A copy of the Underwriting Agreement is attached
as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is not complete
and is qualified in its entirety by reference to Exhibit 1.1.
Copies of the Warrant Agreement, and the form
of Warrant Certificate are filed hereto as Exhibit 4.1 and Exhibit 4.2. The foregoing descriptions of the Warrant Agreement and
Warrant Certificate are not complete and are qualified in their entirety by reference to Exhibit 4.1 and Exhibit 4.2, respectively.
Other Material Information.
On April 15, 2019 the Company issued a
press release regarding the offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Financial
Statements and Exhibits
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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REEBONZ
HOLDING LIMITED
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Date:
April 17, 2019
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By:
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/s/
Nupur Sadiwala
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Nupur
Sadiwala
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Chief
Financial Officer
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3
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