Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
January 26 2021 - 4:32PM
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 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2021
Commission File Number: 001-38051
SOS Limited
(Translation of registrant’s name
into English)
Room 8888, Jiudingfeng Building, 888 Changbaishan
Road,
Qingdao Area, China (Shandong) Pilot Free
Trade Zone
People’s Republic of China
+86 0311-80910921
(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): ☐
On January 15, 2021,
SOS Limited (the “Company”) entered into a letter agreement (“Letter Agreement”) with certain
holders of Company’s warrants, pursuant to which the holders of Company’s warrants exercised all of the unexercised
December Warrants and January Warrants (as defined below) to purchase up 14,925,000 of the Company’s American Depositary
Shares (“ADSs”). The exercise price of the warrants issued by the Company to certain institutional investors
on December 24, 2020 (the “December Warrants”) was $1.55 per ADS. The exercise price of the warrants issued
by the Company to certain institutional investors on January 12, 2021 (the “January Warrants” and together with
the December Warrants, the “Existing Warrants”) was $1.85 per ADS. Pursuant to the Letter Agreement, each holder
will receive new warrants (the “New Warrants”) to purchase up to 23,880,000 ADSs in exchange of their exercise
of all of the unexercised Existing Warrants with cash.
The gross proceeds
to the Company from the exercise of the unexercised Existing Warrants are expected to be approximately $27.1 million, prior to
deducting placement agent fees and estimated offering expenses.
The New Warrants will
have substantially the same terms as Existing Warrants, except for the provisions customary for an unregistered warrant, including
a restricted legend and (i) will have registration rights whereby the Company agrees to register the ADSs underlying the New Warrants
within fifteen (15) days of closing, (ii) will be exercisable immediately upon issuance, (iii) will have a term of five (5) years
from the date of issuance, and (iv) will have an exercise price $2.00 per ADS.
In connection with
the transactions contemplated in the Letter Agreement, the Company entered into a letter agreement (the “Placement Agent
Agreement”) with Maxim Group LLC (the “Placement Agent”). Pursuant to the terms of the Placement Agent
Agreement, the Placement Agent is entitled to a cash fee equal to 7.0% of the gross proceeds raised in the transactions contemplated
by the Letter Agreement. The Company also agreed to reimburse the Placement Agent for certain expenses, including for fees and
expenses related to legal expenses limited to $15,000.
The transaction contemplated
by the Letter Agreement closed on January 20, 2021.
The issuance of New
Warrants was made in reliance upon an exemption from the registration requirements pursuant to Section 4(a)(2) of the Securities
Act of 1933, as amended.
Copies of the form
of the Letter Agreement, form of New Warrant, and the Placement Agent Agreement are attached hereto as Exhibits 99.1, 99.2, and
99.3, respectively. The foregoing summaries of the terms of the Letter Agreement, New Warrants, and the Letter Agreement are subject
to, and qualified in their entirety by, such documents.
On January 15, 2021,
the Company issued a press release announcing the transactions described above. A copy of the press release is attached hereto
as Exhibit 99.4.
Exhibits
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.
Dated: January 26, 2021
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SOS Limited
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By:
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/s/ Yandai Wang
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Name:
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Yandai Wang
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Title:
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Chief Executive Officer
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