Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
June 02 2022 - 9:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 6-K
REPORT OF FOREIGN PRIVATE
ISSUER
PURSUANT TO RULE 13A-16
OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
Date: June 2, 2022
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BORQS TECHNOLOGIES, INC.
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(Translation of registrant’s name into English) |
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Commission File Number 001-37593 |
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Office B, 21/F, Legend Tower, 7 Shing Yip Street
Kwun Tong, Kowloon, Hong Kong |
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(Address of principal executive offices) |
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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): ☐.
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report
to security holders.
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): ☐.
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that
the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the
subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Borqs Technologies Inc. (the
“Company”) has signed agreements with institutional and individual investors on May 25, 2022, for the sale of $16,000,000
in secured convertible notes. The notes are due in two years, have an annual interest rate of 10% and are convertible into ordinary shares
at 90% of the closing bid price on the day of closing, or 90% of the closing bid price of the ordinary shares on the date that such shares
are first eligible to be sold, assigned or transferred under Rule 144 or Regulation S, as applicable, whichever is lower but in no event
at less than $0.10 per ordinary share. The Company also issued warrants to purchase an aggregate of 96,793,708 ordinary shares at an exercise
price of $0.2090 per share, subject to adjustment as set forth therein. The Company issued the notes and warrants on May 25, 2022.
The sale of securities were
issued in reliance upon exemptions from securities registration under Rule 506 of Regulation D and Rules 903 and 904 afforded by Regulation
S as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended.
The foregoing description of the purchase agreements, notes and warrants is qualified in its entirety by the forms of Exhibit 10.1, Exhibit
10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5, and Exhibit 10.6, each of which is incorporated herein by reference.
This Report
on Form 6-K is incorporated by reference into the registration statement on Form S-8 (File No. 333-257470) of the Company, filed
with the SEC, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports
subsequently filed or furnished.
EXHIBIT INDEX
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.
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BORQS TECHNOLOGIES INC. |
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(registrant) |
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Dated: June 2, 2022 |
By: |
/s/ Henry Sun |
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Henry Sun |
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Chief Financial Officer |
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