HONG KONG, April 6, 2017 /PRNewswire/ -- SGOCO Group, Ltd.
(NASDAQ: SGOC), a company focused on product design, distribution
and brand development in the Chinese display and computer product
market as well as energy saving products and services worldwide,
today announced it has entered into a definitive securities
purchase agreement (the "Purchase Agreement") with certain
institutional investors to purchase up to $1,000,000 of our ordinary shares and warrants
for a per share purchase price of $2.30. Warrants to purchase our ordinary
shares will be issued to investors in amount equal to 75% of the
shares purchased by each investor. The closing of the sale of
the securities is expected to occur on or before April 12, 2017, subject to the satisfaction of
customary closing conditions.
FT Global Capital, Inc., is serving as our placement agent in
connection with the offering under the Purchase Agreement.
The securities were offered and sold by the Company pursuant to
an effective shelf registration statement on Form F-3 (File No.
333-214141), which was originally filed with the Securities and
Exchange Commission on October 17,
2016, amended on December 23,
2016, and was declared effective on January 4, 2017, and a related prospectus and
prospectus supplement. A prospectus supplement relating to the
offering will be filed with the SEC and will be available on the
SEC's website at http://www.sec.gov.
The warrants are exercisable beginning on the date of issuance,
and at any time up to four years from the date of issuance. Each
warrant represents the right to purchase one ordinary share at an
initial exercise price equal to $2.75
per share. The initial exercise price and the amount of shares
issuable under the Warrants are subject to adjustment upon the
occurrence of certain events; provided that in no event will the
exercise price per share be lower than $1.00.
The net proceeds to the Company from the transaction, after
deducting the placement agent's fees and paying estimated offering
expenses, is expected to be approximately $877,200. The Company intends to use the net
proceeds from the transaction to fund working capital and other
general corporate purposes.
The above summary of the terms of the purchase agreement and
warrants, and the general terms of this offering, does not purport
to be complete and is qualified in its entirety by the form of
transaction documents filed on a Report on Form 6-K, filed on
April 6, 2017. This press release
does not constitute an offer to sell or the solicitation of an
offer to buy, and these securities cannot be sold in any state in
which this offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state. Any offer will be made only by means of a prospectus,
including a prospectus supplement, forming a part of the effective
registration statement.
About SGOCO Group, Ltd.
SGOCO Group, Ltd. is focused on product design, brand
development and distribution in the Chinese display market,
including computer monitors, All-In-One ("AIO") and Parts-In-One
("PIO") computers and application specific products. SGOCO sells
its products and services in the China market and abroad. For more information
about SGOCO, please visit our investor relations website:
http://www.sgocogroup.com.
For investor and media inquiries, please contact:
SGOCO Group, Ltd.
Tony
Zhong
Vice President of Finance
Tel: +86-0755-26978199 ext:7500
Email: ir@sgoco.com
Safe Harbor and Informational Statement
This announcement contains "forward-looking" statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. All statements,
other than statements of historical fact, including, without
limitation, those with respect to the objectives, plans and
strategies of the Company set forth herein and those preceded by or
that include the words "believe," "expect," "anticipate," "future,"
"will," "intend," "plan," "estimate" or similar expressions, are
"forward-looking statements". Forward-looking statements in this
release include, without limitation, the effectiveness of the
Company's multiple-brand, multiple channel strategy and the
transitioning of its product development and sales focus and to a
"light-asset" model, Although the Company's management believes
that such forward-looking statements are reasonable, it cannot
guarantee that such expectations are, or will be, correct. These
forward looking statements involve a number of risks and
uncertainties, which could cause the Company's future results to
differ materially from those anticipated. These forward-looking
statements can change as a result of many possible events or
factors not all of which are known to the Company, which may
include, without limitation, our ability to have effective internal
control over financial reporting; our success in designing and
distributing products under brands licensed from others; management
of sales trend and client mix; possibility of securing loans and
other financing without efficient fixed assets as collaterals;
changes in government policy in China; China's overall economic conditions and local
market economic conditions; our ability to expand through strategic
acquisitions and establishment of new locations; compliance with
government regulations; legislation or regulatory environments;
geopolitical events, and other events and/or risks outlined in
SGOCO's filings with the U.S. Securities and Exchange Commission,
including its annual report on Form 20-F and other filings. All
information provided in this press release and in the attachments
is as of the date of the issuance, and SGOCO does not undertake any
obligation to update any forward-looking statement, except as
required under applicable law.
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SOURCE SGOCO Group, Ltd.