Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
April 09 2018 - 5:08PM
Edgar (US Regulatory)
SUPPLEMENT Filed Pursuant to Rule 424(b)(3)
and Rule 424(c)
Registration No. 333-217294
Prospectus Supplement, Dated April 9, 2018
(To Prospectus dated April 20, 2017)
Highpower International, Inc.
Common Stock
Preferred Stock
Warrants
Debt Securities
Units
This prospectus supplement amends the existing base
prospectus that forms a part of the Registration Statement on Form S-3 (File No. 333-217294), which became effective April
20, 2017, to update the section entitled “Description of Common Stock” set forth in the existing base prospectus,
and the section set forth in this prospectus supplement entitled “Stockholder Rights Plan” supplements and
updates the section entitled “Description of Common Stock” set forth in the existing base prospectus.
On September 12, 2017, our Board of Directors authorized and
declared a dividend of one right to purchase one-thousandth of a share of a newly authorized series of preferred stock for each
outstanding share of common stock of the Company.
Our common stock is listed on the Nasdaq Global Market under
the symbol “HPJ.” On April 6, 2018, the last sale price of our common stock as reported on the Nasdaq Global Market
was $3.45 per share.
Investing in our common stock involves risks that are described
in the “
Risk Factors
” section beginning on page 5 of the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement
is April 9, 2018.
Stockholder Rights Plan
On September 12, 2017, Highpower International, Inc., a Delaware
corporation (“Highpower” or the “Company”), adopted a Rights Agreement (the “Rights Agreement”)
and the Company’s Board of Directors authorized and declared a dividend distribution of one right (a “Right”)
for each outstanding share of the common stock, $0.0001 par value per share (the “Common Stock”). Each Right entitles
the registered holder to purchase from the Company one one-thousandth of a share of the Series A Junior Participating Preferred
Stock, $0.0001 par value per share (the “Preferred Shares”), of the Company at an exercise price of $25.00 per one
one-thousandth of a Preferred Share, subject to adjustment (the “Exercise Price”) upon certain triggering events.
Each one one-thousandth of a share of Preferred Stock gives the holder similar economic and other terms to that of one share of
Common Stock. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends. The terms of the Rights and the Rights Agreement may be amended
in any respect without the consent of the holders of the Rights on or prior to the distribution date, the date on which the Rights
separate from the shares of Common Stock and become exercisable . The Rights expire at or prior to the earlier of (i) September
12, 2020 or (ii) the redemption or exchange of the Rights. The complete terms of the Rights are set forth in the Rights Agreement.
In connection with the adoption of the Rights Agreement, on
September 12, 2017, the Company filed a Certificate of Designation authorizing 500,000 shares of Series A Junior Participating
Preferred Stock.
Generally, the Rights Agreement works by imposing a significant
penalty upon any person or group (including a group of persons that are acting in concert with each other) that acquires fifteen
percent (15%) or more of the outstanding shares of Common Stock without the approval of the Board. As a result, the overall effect
of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage a merger, tender or exchange
offer or other business combination involving the Company that is not approved by the Board. The Rights Agreement is not intended
to interfere with any merger, tender or exchange offer or other business combination approved by the Board. Nor does the Rights
Agreement prevent the Board from considering any offer that it considers to be in the best interest of its stockholders.
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