Datasea Enters into Common Stock Purchase Agreement with Triton Funds
October 23 2020 - 8:30AM
Datasea Inc.
(NASDAQ: DTSS)
(“Datasea” or the “Company”), a technology company
engaged in providing smart security solutions and developing
education-related technologies in China, has entered into a common
stock purchase agreement (“Agreement”) with investment firm Triton
Funds LP (“Triton”), where Triton is obligated to purchase up to
$2.0 million of the Company’s common stock from time-to-time
through December 31, 2020.
As part of the Agreement, each time Datasea wishes to sell its
common stock, it will first provide Triton with a purchase notice,
which sets forth the total number of common stock the Company
intends to sell. The purchase price for Triton would then be 90% of
the lowest closing price of Datasea’s common stock during the five
business days prior to closing.
The total number of shares to be purchased under the Agreement
will not exceed 523,596 shares, or 2.5% of the Company’s
outstanding shares of common stock, subject to the 9.9% beneficial
ownership limitation of the Company’s shares of common stock held
by Triton, to the $2.0 million cap under the Agreement, and to a
valuation cap for the Company of $80 million. Datasea is also
precluded from submitting a purchase notice to Triton in the event
the closing price of $1.65 per share as reported on the Nasdaq
Stock Market.
Datasea intends to use any net proceeds from the sale of its
common stock to Triton for general corporate and working capital
purposes.
The shares are offered pursuant to an effective “shelf”
registration statement on Form S-3, as amended (SEC No. 333-239183)
which was filed with, and subsequently was declared effective by
the U.S. Securities and Exchange Commission (the “SEC”) on June 25,
2020. The offering will be made only by means of a prospectus
supplement, which together with accompanying base prospectus, will
be filed with the Securities and Exchange Commission and available
on the SEC’s website at http://www.sec.gov.
About Datasea Inc.Datasea is a technology
company in China engaged in providing smart security solutions and
developing education-related technologies. Datasea leverages its
proprietary technologies, intellectual property, innovative
products and market intelligence to provide comprehensive and
optimized security solutions and education-related technologies to
its clients. For additional company information, please
visit: www.dataseainc.com.
Cautionary Note Regarding Forward-Looking
StatementsThis press release contains forward-looking
statements within the meaning of Section 21E of the Securities
Exchange Act of 1934 and as defined in the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can
be identified by terminology such as "will," "expects,"
"anticipates," "future," "intends," "plans," "believes,"
"estimates," "target," "going forward," "outlook" and similar
statements. Such statements are based upon management's current
expectations and current market and operating conditions, and
relate to events that involve known or unknown risks, uncertainties
and other factors, all of which are difficult to predict and many
of which are beyond Datasea's control, which may cause Datasea's
actual results, performance or achievements (including, without
limitation, the performance and related results of operations
arising from Datasea’s contracts and products addressed in this
press release), Datasea’s ability to maintain and generate any
revenue from the agreements subject of this press release, to
differ materially and in an adverse manner from anticipated results
contained or implied in the forward-looking statements. Further
information regarding these and other risks, uncertainties or
factors is included in Datasea's filings with the U.S. Securities
and Exchange Commission, which are available at www.sec.gov.
Datasea 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 the law.
Investor Relations Contact:
Gateway Investor RelationsMatt Glover and John
YiDTSS@gatewayir.com949-574-3860
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