Item 1.01. Entry into a Material Definitive Agreement.
On January 12, 2018, ChinaNet Online Holdings, Inc. (the “Company”) and certain
institutional investors entered into a securities purchase agreement, pursuant to which the Company agreed to sell to such investors
an aggregate of 2,150,001 shares of Common Stock together with warrants to purchase a total of 645,000 shares of Common Stock,
for gross proceeds of approximately $11.1 million. Each purchaser of shares of Common Stock will receive a warrant to purchase
a number of shares equal to 30% of the number of shares of Common Stock the purchaser purchases in the offering with a warrant
term of 30 months. The purchase price for each share of Common Stock and the related warrant is $5.15. Each warrant has an exercise
price of $6.60. Each warrant is subject to anti-dilution provisions that require adjustment of the number of shares of Common Stock
that may be acquired upon exercise of the warrant, or to the exercise price of such shares, or both, to reflect stock dividends
and splits, subsequent rights offerings, pro-rata distributions, and certain fundamental transactions. The warrants also contain
“full ratchet” price protection in the event of subsequent issuances below the applicable exercise price.
The closing of the offering is expected to take place on or about January 17, 2018, subject
to the satisfaction of customary closing conditions.
On January 8, 2018, the Company entered into a letter agreement with FT Global Capital, Inc.,
as exclusive placement agent (the “Placement Agent”), pursuant to which the Placement Agent has agreed to act as placement
agent on a best efforts basis in connection with the above offering. The Company has agreed to pay the Placement Agent
an aggregate fee equal to 6% of the gross proceeds from the sale of shares of Common Stock and related warrants in this offering.
The Company has also agreed to issue to the Placement Agent a warrant to purchase a number of shares of Common Stock equal to 6.0%
of the aggregate number of shares of Common Stock sold in this offering, which warrant will have an exercise price of $6.60 per
share and will terminate on the three-year anniversary of the closing of the offering. The Company also agreed to reimburse the
Placement Agent for certain expenses, including $15,000 for fees and expenses related to “blue sky” counsel and $25,000
for additional legal expenses.
The shares of Common Stock, warrants to purchase Common Stock, and shares of Common Stock
issuable upon exercise of the warrants will be issued pursuant to a prospectus supplement filed with the Securities and Exchange
Commission (the “SEC”), in connection with a takedown from the Company’s shelf registration statement on Form
S-3 (File No. 333-207466), which was declared effective by the SEC on October 29, 2015.
A copy of the letter agreement, form of securities purchase agreement and form of warrant
are attached hereto as Exhibits 10.1, 10.2 and 4.1, respectively, and are incorporated herein by reference. The foregoing summaries
of the terms of the letter agreement, securities purchase agreement and the warrants are subject to, and qualified in their entirety
by, such documents.
On January 12, 2018, the Company issued a press release announcing the offering. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.