Report of Foreign Issuer (6-k)
May 26 2020 - 4:31PM
Edgar (US Regulatory)
U.S. 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 May 2020
Commission File Number: 001-34409
RECON TECHNOLOGY, LTD
Room 1902, Building C, King Long International
Mansion
No. 9 Fulin Road
Beijing, 100107
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.
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 Material Definitive Agreements
in Connection with a Registered Direct Offering.
On May 21, 2020, Recon Technology, Ltd
(the “Company”) and certain institutional investors (the “Purchasers”) entered into that
certain securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell
to such Purchasers an aggregate of 911,112 ordinary shares (the “Shares”), par value $0.0925 per share (the
“Ordinary Shares”) in a registered direct offering and warrants to purchase up to 911,112 Ordinary Shares in
a concurrent private placement, for gross proceeds of approximately $2.1 million (the “Offering”) before deducting
the placement agent’s fees and other estimated offering expenses.
The warrants will be exercisable immediately
upon the date of issuance and have an exercise price of $2.25. The warrants will expire 5.5 years from the date of issuance. The
purchase price for each Share and the corresponding warrant is $2.25. Each warrant is subject to anti-dilution provisions to reflect
stock dividends and splits or other similar transactions. The warrants contain a mandatory exercise right for the Company to force
a cash exercise of the warrants if the volume weighted average price of the Ordinary Shares trade at or above 200% of the purchase
price per Share in the Offering (or $4.50) for 30 consecutive trading days commencing six (6) months after May 26, 2020.
The Company agreed in the Purchase Agreement
that it would not issue any Ordinary Shares (or Ordinary Shares equivalents) until the earlier of (i) thirty (30) calendar days
following the date when the Resale Registration Statement (as defined below) is declared effective, or (ii) seven (7) months following
May 21, 2020 subject to certain exceptions including, without limitation, issuances of restricted securities to consultants or
employees of the Company, share option grants and issuances pursuant to existing outstanding securities and issuance in connection
with strategic acquisition. The Company also agreed in the Purchase Agreement that it would file with the U.S. 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) (the “Resale Registration Statement”) as soon as practicable (and in any event within 45 calendar
days of the closing of the Offering) providing for the resale by the Purchasers of the Ordinary 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 Offering.
The Company currently intends to use the
net proceeds from the Offering for working capital and capital expenditure purposes. The Offering was closed on May 26, 2020.
The Company also entered into a placement
agency agreement dated May 7, 2020 (the “Placement Agency Agreement”) with Maxim Group LLC, as exclusive placement
agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the placement agent in
connection with the Offering. The Company agreed to pay the Placement Agent an aggregate fee equal to 7% of the gross proceeds
raised in the Offering. The Company also agreed to reimburse the Placement Agent for certain accountable expenses, including for
fees and expenses related to legal expenses limited to $45,000 and for $10,000 in non-accountable expenses.
The Placement Agent has required that the
officers and directors of the Company enter into lock-up agreements (each a “Lock-Up Agreement”) pursuant to
which these persons have agreed that, without the prior consent of the Placement Agent, they will not, for a period of 90 days
following the closing of the Offering, 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 Offering or acquired during the lock-up period.
A copy of the Placement Agency Agreement,
form of the Purchase Agreement, form of warrant, and form of Lock-Up Agreement are attached hereto as Exhibits 99.1, 99.2, 99.3
and 99.4, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Purchase Agreement,
the form of warrant, and the form of Lock-Up Agreement are subject to, and qualified in their entirety by, such documents.
On May 22, 2020, the Company issued a press
release announcing the Offering. A copy of the press release is attached hereto as Exhibit 99.5 and is incorporated herein by reference.
A copy of the legal opinion issued by the Company’s Cayman counsel Campbells is attached hereto as Exhibit 99.6.
The sale and offering of the Shares pursuant
to the Purchase Agreement was effected as a takedown off the Company’s shelf registration statement on Form F-3, as amended
(File No. 333-234660), which became effective on November 26, 2019 (the “Registration Statement”). The warrants and
Ordinary 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.
Dissolution of Recon Technology Co.,
Limited
The Company dissolved its wholly owned
subsidiary Recon Technology Co., Limited (“Recon HK”) on May 15, 2020. It was incorporated in Hong Kong. Recon
HK had no assets or liabilities and had no operations as of December 31, 2019.
Financial Statements and Exhibits.
Exhibits.
Pursuant to the requirements
of the Securities and 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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RECON TECHNOLOGY, LTD
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/s/ Shenping Yin
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Shenping Yin
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Chief Executive Officer
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(Principal Executive Officer)
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Dated: May 26, 2020
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