As filed with the Securities and
Exchange Commission on September 16, 2019
Registration No. 333-228061
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
(Amendment No. 2)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHINANET ONLINE HOLDINGS, INC.
(Exact name of registrant as specified
in its charter)
Nevada
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20-4672080
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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No.
9 South Min Zhuang Road,
Haidian
District
Beijing, PRC 100195
(86) 10 5160 0828
(Address, including zip code, and
telephone number, including area code, of registrant’s principal executive offices)
George Kai Chu
Chief Operating Officer and Secretary
No. 3 Min Zhuang Road, Building
6
Yu Quan Hui Gu Tuspark, Haidian
District
Beijing, PRC 100195
(86) 10 5160 0828
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
Copies to:
Lawrence S. Venick, Esq.
Loeb & Loeb LLP Beijing Representative
Office
Suite 4301, Tower C, Beijing Yintai
Center
2 Jianguomenwai Dajie, Chaoyang
District
Beijing, People’s Republic
of Chine
Phone: (86) 10 5954 3688
Facsimile: (86) 10 5954 3501
Approximate date of commencement
of proposed sale to the public: From time to time after the effective date of the registration statement.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨ (Do
not check if a smaller reporting company)
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Smaller reporting company
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x
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CALCULATION OF REGISTRATION
FEE
Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee
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Common
Stock, par value $0.001 per share
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-
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-
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-
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Preferred
Stock, par value $0.001 per share
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-
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-
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-
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Warrants
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-
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-
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-
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Units
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-
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-
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-
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Total
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$75,000,000
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$9,090.00
(3)(4)
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Common
Stock, par value $0.001 per share, held by the Selling Stockholders named herein
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774,000(5)
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$6.60(6)
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$5,108,400
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619.14
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Total
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$9,709.14
(7)
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(1)
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We are registering an indeterminate
number of shares of common stock, preferred stock, warrants to purchase common stock and/or preferred stock and/or units,
each of which may be offered from time to time at prices to be determined at the time of any such offering. The aggregate
offering price of these securities will not exceed $75,000,000. Any securities registered hereunder may be sold separately
from, or together in the same offering with, other securities registered hereunder. In addition, pursuant to Rule 416 under
the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock and
preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock
dividends or similar transactions.
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(2)
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The proposed maximum aggregate offering
price per class of security will be determined from time to time by the Registrant in connection with the issuance by the
Registrant of the securities registered hereunder and is not specified as to each class of security in reliance on Rule 457(o)
under the Securities Act of 1933 and General Instruction II.D of Form S-3 under the Securities Act of 1933.
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(3)
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Calculated pursuant to Rule 457(o) under the Securities Act
of 1933.
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(4)
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Consisting of some or all of the securities listed above,
in any combination, including common stock, preferred stock, warrants and units.
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(5)
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Consists of 774,000 shares of common
stock underlying warrants that are being registered for resale by the Selling Shareholders named herein.
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(6)
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Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 and is based upon the exercise price of the warrants pursuant to which such shares are issuable.
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(7)
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Paid previously.
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The registrant
hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment that specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Explanatory Note
This Registration Statement contains two prospectuses, as set forth below.
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Offering Prospectus. A prospectus to be used for the offering and sale, from time to time in one or more offerings by the registrant of any combination of common stock, preferred stock, warrants, or units having a maximum aggregate offering price not exceeding $75,000,000.
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·
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Resale Prospectus. A prospectus to be used for the resale by the Selling Stockholders of up to 774,000 shares of the Company’s common stock underlying warrants.
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The Resale Prospectus is substantively identical to the Offering Prospectus, except for
the following principal points:
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the outside and inside covers are different;
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the section entitled "About this Prospectus" in the Resale Prospectus is different;
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the section entitled “Use of Proceeds” in the Resale Prospectus is different;
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·
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the sections entitled “Description of Common Stock and Preferred Stock,” “Description of Warrants,” and “Description of Units” in the Offering Prospectus are not included in the Resale Prospectus;
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a section entitled “Offering” is included in the Resale Prospectus;
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a section entitled “Selling Stockholders” is included in the Resale Prospectus; and
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the section entitled “Plan of Distribution” in the Resale Prospectus is different.
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The Registrant has included in this Registration Statement a set
of alternate pages for the Resale Prospectus to reflect the foregoing differences.
The Offering Prospectus will exclude the alternate pages and will
be used for the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Offering Prospectus
except for the addition or substitution of the alternate pages and will be used for the resale offering by the Selling Stockholders.
The information in this prospectus is not complete
and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission
is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED ____________, 2019
PROSPECTUS
CHINANET ONLINE HOLDINGS, INC.
$75,000,000
Common Stock
Preferred Stock
Warrants
Units
We may, from time to time in one or more offerings,
offer and sell up to $75,000,000 in the aggregate of common stock, preferred stock, warrants to purchase common stock or preferred
stock, or any combination of the foregoing, either individually or as units comprised of one or more of the other securities.
This prospectus provides a general description
of the securities we may offer. We will provide the specific terms of the securities offered in one or more supplements to this
prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings.
The prospectus supplement and any related free writing prospectus may add, update or change information contained in this prospectus.
You should read carefully this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well
as the documents incorporated or deemed to be incorporated by reference, before you invest in any of our securities. This prospectus
may not be used to offer or sell any securities unless accompanied by the applicable prospectus supplement.
Our common stock is traded on The Nasdaq
Capital Market under the symbol “CNET.” On September 13, 2019, the last reported sale price for our common stock
was $1.33 per share. As of that date, the aggregate market value of our outstanding common stock held by non-affiliates was
approximately $14,553,924 based on 16,412,543 shares of our outstanding common stock, of which approximately 10,942,800
shares were held by non-affiliates. Pursuant to General Instruction I.B.6. of Form S-3, in no event will we sell the
securities covered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market
value of our common stock in any 12-month period so long as the aggregate market value of our outstanding common stock held
by non-affiliates remains below $75,000,000. During the 12 calendar months prior to and including the date of this
prospectus, we have not offered or sold any securities pursuant to General Instruction I.B.6 of Form S-3.
Investing in our securities involves a
high degree of risk. See “Risk Factors” on page 3 of this prospectus
and in the documents incorporated by reference in this prospectus, as updated in the applicable prospectus supplement, any related
free writing prospectus and other future filings we make with the Securities and Exchange Commission that are incorporated by
reference into this prospectus, for a discussion of the factors you should consider carefully before deciding to purchase our
securities.
We may sell these securities directly to investors,
through agents designated from time to time or to or through underwriters or dealers. For additional information on the methods
of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any underwriters are
involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters
and any applicable commissions or discounts will be set forth in a prospectus supplement. The price to the public of such securities
and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2019.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
that we filed with the Securities and Exchange Commission, or the SEC, under the Securities Act of 1933, as amended, or the Securities
Act, using a “shelf” registration process. Under this shelf registration process, we may from time to time sell common
stock, preferred stock or warrants to purchase common stock or preferred stock, or any combination of the foregoing, either individually
or as units comprised of one or more of the other securities, in one or more offerings up to a total dollar amount of $75,000,000.
We have provided to you in this prospectus a general description of the securities we may offer. Each time we sell securities under
this shelf registration, we will, to the extent required by law, provide a prospectus supplement that will contain specific information
about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain
material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may
authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents that
we have incorporated by reference into this prospectus. To the extent there is a conflict between the information contained in
this prospectus and the prospectus supplement or any related free writing prospectus, you should rely on the information in the
prospectus supplement or the related free writing prospectus; provided that if any statement in one of these documents is inconsistent
with a statement in another document having a later date – for example, a document filed after the date of this prospectus
and incorporated by reference into this prospectus or any prospectus supplement or any related free writing prospectus –
the statement in the document having the later date modifies or supersedes the earlier statement.
We have not authorized any dealer, agent or
other person to give any information or to make any representation other than those contained or incorporated by reference in this
prospectus and any accompanying prospectus supplement, or any related free writing prospectus that we may authorize to be provided
to you. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus
or an accompanying prospectus supplement, or any related free writing prospectus that we may authorize to be provided to you. This
prospectus and the accompanying prospectus supplement, if any, do not constitute an offer to sell or the solicitation of an offer
to buy any securities other than the registered securities to which they relate, nor do this prospectus and the accompanying prospectus
supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom
it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in
this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent
to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any
date subsequent to the date of the document incorporated by reference (as our business, financial condition, results of operations
and prospects may have changed since that date), even though this prospectus, any applicable prospectus supplement or any related
free writing prospectus is delivered or securities are sold on a later date.
As permitted by SEC rules and regulations,
the registration statement of which this prospectus forms a part includes additional information not contained in this prospectus.
You may read the registration statement and the other reports we file with the SEC at its website or at its offices described below
under “Where You Can Find More Information.”
Unless the context otherwise requires, all
references in this prospectus to “CNET,” “we,” “us,” “our,” “the Company”
or similar words refer to ChinaNet Online Holdings, Inc., together with our subsidiaries.
ABOUT CNET
Overview
We are a holding company that conducts our primary
businesses through our PRC subsidiaries and operating entities (the “VIEs”). We primarily operate as one-stop services
center for our clients on our integrated service platform, primarily including Omni-channel precision advertising and marketing
system, CloudX and data analysis management system. Our Omni-channel precision advertising and marketing system, primarily consists
of digital advertising and marketing portals, including internet and mobile, and our other non-digital advertising units, such
as TV. We provide and monitor varieties of advertising and marketing campaigns through this service system which generates effective
sales leads through the combination of the Internet, mobile, content and others, including TV and schemes. We also provide search
engine marketing services through this system to maximize market exposure and effectiveness for our clients. Our data analysis
management system is an information and data analysis portal for small and medium-sized enterprises (“SMEs”) or entrepreneurs
who plan to start their own business, helping them achieve higher survival and faster deal closing rates. The data analysis management
system is built to further expand our service and data-link to assist our clients in developing their sales both online and offline,
so that the overall service platform can create a traceable looped online to offline (O2O) ecosystem for our clients in their ground
sales expansion throughout the cities in the PRC.
We derive our revenue principally by:
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providing search engine marketing services to increase the sales lead conversion rate for our clients’ business promotions on both mobile and PC searches;
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selling internet advertising space on our web portals and providing related data service and other value-added services to our clients through the internet advertising management systems and platforms developed and managed by us;
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selling effective sales lead information; and
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selling advertising time slots on our television shows.
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We generated total revenues of US$57.1 million for the year ended December 31, 2018, compared to US$46.6 million
for the year ended December 31, 2017. We incurred a net loss attributable to our stockholders of US$14.0 million for the year ended
December 31, 2018, compared with a net loss attributable to our stockholders of US$10.1 million in 2017.
In January 2018, we announced our strategic
partnership with Wuxi Jingtum Network Technology ("Jingtum”), the credible blockchain ecology builder and announced
the expansion into the blockchain industry and the related technology. This strategic partnership with Jingtum is focused on blockchain
technology to build a credible, fair and transparent platform for business opportunities and transactions. We aim to develop credible,
traceable, and highly secured blockchain applications for the large demand from the SMEs. We believe that the application of blockchain
in the field of business development and marketing can help SMEs to build a new business ecosystem based on algorithmic trust.
With the introduction of blockchain technology, the platform-centric services in the past will gradually shift towards decentralization,
solving trust issues in business cooperation and services and enhancing user vitality and stickiness. We will also gradually shift
from information services to transaction services for business opportunities to create a multi-industry cross-chain value-based
internet sharing entity.
During 2018, as an initiation of our Business
Opportunity Chain Social Ecosystem, we are in the process of developing a new blockchain-powered marketing and advertising application
platform. The platform aims to build a social community to facilitate various types of users, such as business owners, entrepreneurs,
suppliers and customers or any individual who is interested in starting up a business, to share business opportunities and related
information. This platform uses a bonus point mechanism generated on blockchain to keep track and award the users for their contributions
to the platform. The bonus points can be used for future purchase or exchange in discount of our products and services. We plan
to monetize the traffic on this platform in the future through providing advertising service, transaction facilitating service
and/or transaction verification service when the business model is finalized.
Corporate Information
We were incorporated in the State of Texas in April 2006 and re-domiciled
to become a Nevada corporation in October 2006. From the date of our incorporation until June 26, 2009, when we consummated a share
exchange, our business development activities were primarily concentrated in web server access and company branding in hosting
web based e-games.
Our wholly owned subsidiary, China Net Online
Media Group Limited, was incorporated in the British Virgin Islands on August 13, 2007 (“China Net BVI”). On April
11, 2008, China Net BVI became the parent holding company of a group of companies comprised of CNET Online Technology Limited,
a Hong Kong company (“China Net HK”), which established, and is the parent company of, Rise King Century Technology
Development (Beijing) Co., Ltd., a wholly foreign-owned enterprise (“WFOE”) established in the People's Republic of
China (“Rise King WFOE”).
Our principal executive offices are located
at No. 3 Min Zhuang Road, Building 6, Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC. Our telephone number at this address
is (86 10) 51600828 and our fax number is (86 10) 88857816. For more information, see www.chinanet-online.com. We make available
free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K,
and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, or the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it
to, the SEC. The information contained in, or that can be accessed through, our website is not part of this prospectus or any prospectus
supplement.
RISK FACTORS
Investing in our securities involves a high
degree of risk. You should carefully consider the risk factors set forth under “Risk Factors” described in our most
recent annual report on Form 10-K, as supplemented and updated by subsequent quarterly reports on Form 10-Q that we have filed
with the SEC, together with all other information contained or incorporated by reference in this prospectus and any applicable
prospectus supplement and in any related free writing prospectus in connection with a specific offering, before making an investment
decision. Each of the risk factors could materially and adversely affect our business, operating results, financial condition and
prospects, as well as the value of an investment in our securities, and the occurrence of any of these risks might cause you to
lose all or part of your investment.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and our SEC filings that are
incorporated by reference into this prospectus contain or incorporate by reference forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical fact,
included or incorporated by reference in this prospectus regarding our business strategy, future operations, projected financial
position, potential strategic transactions, proposed distribution channels, projected sales growth, proposed new products, estimated
future revenues, cash flows and profitability, projected costs, potential sources of additional capital, future prospects, future
economic conditions, the future of our industry and results that might be obtained by pursuing management’s current plans
and objectives are forward-looking statements. The words “believe,” “anticipate,” “estimate,”
“plan,” “expect,” “intend,” “may,” “could,” “should,” “potential,”
“likely,” “projects,” “continue,” “will,” and “would” and similar expressions
are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
Forward-looking statements reflect our current views with respect to future events, are based on assumptions and are subject to
risks and uncertainties. We cannot guarantee that we actually will achieve the plans, intentions or expectations expressed in our
forward-looking statements and you should not place undue reliance on these statements. There are a number of important factors
that could cause our actual results to differ materially from those indicated or implied by forward-looking statements. These important
factors include those discussed under the heading “Risk Factors” contained or incorporated by reference in this prospectus
and in the applicable prospectus supplement and any free writing prospectus we may authorize for use in connection with a specific
offering. These factors and the other cautionary statements made in this prospectus should be read as being applicable to all related
forward-looking statements whenever they appear in this prospectus. Except as required by law, we undertake no obligation to update
publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
USE OF PROCEEDS
Except as described in any prospectus supplement
and any free writing prospectus in connection with a specific offering, we currently intend to use the net proceeds from the sale
of the securities offered under this prospectus to fund the growth of our business, primarily working capital, and for general
corporate purposes. We may also use a portion of the net proceeds to acquire or invest in technologies, products and/or businesses
that we believe will enhance the value of our Company, although we have no current commitments or agreements with respect to any
such transactions as of the date of this prospectus. We have not determined the amount of net proceeds to be used specifically
for the foregoing purposes. As a result, our management will have broad discretion in the allocation of the net proceeds and investors
will be relying on the judgment of our management regarding the application of the proceeds of any sale of the securities. If a
material part of the net proceeds is to be used to repay indebtedness, we will set forth the interest rate and maturity of such
indebtedness in a prospectus supplement. Pending use of the net proceeds, we intend to invest the proceeds in investment-grade,
interest-bearing securities.
DILUTION
If required, we will set forth in a prospectus
supplement the following information regarding any material dilution of the equity interests of investors purchasing securities
in an offering under this prospectus:
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the net tangible book value per share of our equity securities before and after the offering;
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the amount of the increase in such net tangible book value per share attributable to the cash payments made by purchasers in the offering; and
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the amount of the immediate dilution from the public offering price which will be absorbed by such purchasers.
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DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK
The following description of our common stock
and preferred stock, together with any additional information we include in any applicable prospectus supplement or any related
free writing prospectus, summarizes the material terms and provisions of our common stock and the preferred stock that we may offer
under this prospectus. While the terms we have summarized below will apply generally to any future common stock or preferred stock
that we may offer, we will describe the particular terms of any class or series of these securities in more detail in the applicable
prospectus supplement. For the complete terms of our common stock and preferred stock, please refer to our articles of incorporation
and our bylaws, as amended, that are incorporated by reference into the registration statement of which this prospectus is a part
or may be incorporated by reference in this prospectus or any applicable prospectus supplement. The terms of these securities may
also be affected by Nevada law. The summary below and that contained in any applicable prospectus supplement or any related free
writing prospectus are qualified in their entirety by reference to our articles of incorporation and bylaws, as in effect at the
time of any offering of securities under this prospectus. For information on how to obtain copies of our articles of incorporation
and bylaws, see “Where You Can Find More Information.”
Common Stock
We have 50,000,000 authorized shares of common
stock, $.001 par value per share, of which 16,412,543 shares of common stock are issued and outstanding as of the date of this
prospectus. Each holder of shares of common stock is entitled to one vote per share at stockholders’ meetings. Our articles
of incorporation do not provide for cumulative voting for the election of directors. Holders of shares of common stock are entitled
to receive, pro rata, such dividends as may be declared by the board of directors out of funds legally available therefor, and
are also entitled to share, pro rata, in any other distributions to the stockholders. Upon any liquidation, dissolution or winding-up,
holders of shares of common stock are entitled to share ratably in all assets remaining after payment of liabilities. Holders of
shares of common stock do not have any preemptive rights or other rights to subscribe for additional shares. The outstanding shares
of common stock are paid for, fully paid and non-assessable.
Securities Exchange Listing
Our common stock is listed on The Nasdaq Capital Market under the
symbol “CNET.”
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Empire
Stock Transfer.
Preferred Stock
As of the date of this prospectus, our articles
of incorporation authorize us to issue 20,000,000 shares of preferred stock, par value $0.001 per share, none of which is currently
designated or outstanding. Pursuant to our articles of incorporation, our board of directors has the authority to provide for the
issuance, in one or more series, of our authorized preferred stock and to fix or alter the rights, preferences, privileges and
restrictions granted to or imposed upon any series of our preferred stock. The rights, privileges, preferences and restrictions
of any such series of our preferred stock may be subordinated to, pari passu with (including, without limitation, inclusion in
provisions with respect to liquidation and acquisition preferences, redemption or approval of matters by vote or written consent),
or senior to any of those of any present or future class or series of preferred stock or common stock. The issuance of preferred
stock may have the effect of decreasing the market price of our common stock and may adversely affect the voting power of holders
of our common stock and reduce the likelihood that holders of our common stock will receive dividend payments and payments upon
liquidation.
The particular terms of each class or series
of preferred stock that we may offer under this prospectus, including redemption privileges, liquidation preferences, voting rights,
dividend rights and/or conversion rights, will be more fully described in the applicable prospectus supplement relating to the
preferred stock offered thereby. The rights, preferences, privileges and restrictions of any series of preferred stock that we
may offer under this prospectus will be set forth in the particular articles supplementary that we would file with the State of
Nevada. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference
from another report we file with the SEC, the form of any articles supplementary that describe the terms of the series of preferred
stock we may offer before the issuance of the related series of preferred stock. The applicable prospectus supplement will specify
the terms of the series of preferred stock we may offer, including, but not limited to:
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the distinctive designation and the maximum number of shares in the series;
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the number of shares we are offering and purchase price per share;
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the liquidation preference, if any;
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the terms on which dividends, if any, will be paid;
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the voting rights, if any, of the shares of the series;
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the terms and conditions, if any, on which the shares of the series shall be convertible into, or exchangeable for, shares of any other class or classes of capital stock;
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the terms on which the shares may be redeemed, if at all;
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any listing of the preferred stock on any securities exchange or market;
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a discussion of any material United States federal income tax considerations applicable to the preferred stock; and
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any or all other preferences, rights, restrictions, including restrictions on transferability, and qualifications of shares of the series.
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The description of preferred stock above and
the description of the terms of a particular series of preferred stock in any applicable prospectus supplement are not complete.
You should refer to the applicable articles supplementary for complete information.
DESCRIPTION OF WARRANTS
General
We may issue warrants for the purchase of common
stock or preferred stock. Warrants may be offered independently or together with common stock or preferred stock offered by any
prospectus supplement and may be attached to or separate from those securities. While the terms we have summarized below will apply
generally to any warrants that we may offer under this prospectus, we will describe in particular the terms of any series of warrants
that we may offer in more detail in the applicable prospectus supplement and any applicable free writing prospectus. The terms
of any warrants offered under a prospectus supplement may differ from the terms described below.
We will file as an exhibit to the registration
statement of which this prospectus is a part, or will incorporate by reference from another report that we file with the SEC, the
form of warrant and/or warrant agreement, which may include a form of warrant certificate, as applicable, that describes the terms
of the particular series of warrants we may offer before the issuance of the related series of warrants. We may issue the warrants
under a warrant agreement that we will enter into with a warrant agent to be selected by us. The warrant agent will act solely
as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with
any registered holders of warrants or beneficial owners of warrants. The following summary of material provisions of the warrants
and warrant agreements is subject to, and qualified in its entirety by reference to, all the provisions of the form of warrant
and/or warrant agreement and warrant certificate applicable to a particular series of warrants. We urge you to read the applicable
prospectus supplement and any related free writing prospectus, as well as the complete form of warrant and/or the warrant agreement
and warrant certificate, as applicable, that contain the terms of the warrants.
The particular terms of any issue of warrants
will be described in the prospectus supplement relating to the issue. Those terms may include:
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the title of such warrants;
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the aggregate number of such warrants;
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the price or prices at which such warrants will be issued;
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the currency or currencies (including composite currencies) in which the price of such warrants may be payable;
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the terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise of such warrants;
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the price at which the securities purchasable upon exercise of such warrants may be purchased;
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the date on which the right to exercise such warrants will commence and the date on which such right shall expire;
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any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;
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if applicable, the minimum or maximum amount of such warrants that may be exercised at any one time;
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if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
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if applicable, the date on and after which such warrants and the related securities will be separately transferable;
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information with respect to book-entry procedures, if any;
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the terms of any rights to redeem or call the warrants;
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United States federal income tax consequences of holding or exercising the warrants, if material; and
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any other terms of such warrants, including terms, procedures and limitations relating to the exchange or exercise of such warrants.
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Each warrant will entitle its holder to purchase
the number of shares of common stock or preferred stock at the exercise price set forth in, or calculable as set forth in, the
applicable prospectus supplement. The warrants may be exercised as set forth in the prospectus supplement relating to the warrants
offered. Unless we otherwise specify in the applicable prospectus supplement, warrants may be exercised at any time up to the close
of business on the expiration date set forth in the prospectus supplement relating to the warrants offered thereby. After the close
of business on the expiration date, unexercised warrants will become void.
We will specify the place or places where,
and the manner in which, warrants may be exercised in the form of warrant, warrant agreement or warrant certificate and applicable
prospectus supplement. Upon receipt of payment and the warrant or warrant certificate, as applicable, properly completed and duly
executed at the corporate trust office of the warrant agent, if any, or any other office, including ours, indicated in the prospectus
supplement, we will, as soon as practicable, issue and deliver the securities purchasable upon such exercise. If less than all
of the warrants (or the warrants represented by such warrant certificate) are exercised, a new warrant or a new warrant certificate,
as applicable, will be issued for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement,
holders of the warrants may surrender securities as all or part of the exercise price for warrants.
Prior to the exercise of any warrants to purchase
common stock or preferred stock, holders of the warrants will not have any of the rights of holders of the common stock or preferred
stock purchasable upon exercise, including the right to vote or to receive any payments of dividends or payments upon our liquidation,
dissolution or winding up on the common stock or preferred stock purchasable upon exercise, if any.
Outstanding Warrants
As of the date of this prospectus, there were
774,000 warrants to purchase shares of our common stock issued and outstanding with an exercise price of $6.60 per share.
DESCRIPTION OF UNITS
The following description, together with the
additional information we may include in any applicable prospectus supplement, summarizes the material terms and provisions of
the units that we may offer under this prospectus. While the terms we have summarized below will apply generally to any units that
we may offer under this prospectus, we will describe the particular terms of any series of units in more detail in the applicable
prospectus supplement and any related free writing prospectus. The terms of any units offered under a prospectus supplement may
differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth
in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.
We will file as an exhibit to the registration
statement of which this prospectus is a part, the form of unit agreement that describes the terms of the series of units we may
offer under this prospectus, and any supplemental agreements, before the issuance of the related series of units. The following
summaries of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the
provisions of the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read
the applicable prospectus supplement and any related free writing prospectus, as well as the complete unit agreement and any supplemental
agreements that contain the terms of the units.
General
We may issue units comprised of shares of common
stock or preferred stock and warrants in any combination. Each unit will be issued so that the holder of the unit is also the holder
of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included
security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held
or transferred separately, at any time or at any time before a specified date.
We will describe in the applicable prospectus
supplement the terms of the series of units, including, but not limited to:
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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
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any provisions of the governing unit agreement that differ from those described below; and
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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.
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The provisions described in this section, as
well as those described under “Description of Common Stock and Preferred Stock” and “Description of Warrants”
will apply to each unit and to any common stock, preferred stock or warrant included in each unit, respectively.
Issuance in Series
We may issue units in such amounts and in numerous distinct series
as we determine.
Enforceability of Rights by Holders of Units
We may enter into unit agreements with a unit
agent. Each unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship
of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of
units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit,
including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder
of a unit may, without the consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action
its rights as holder under any security included in the unit.
We, the unit agents and any of their agents may treat the registered
holder of any unit certificate as an absolute owner of the units evidenced by that certificate for any purpose and as the person
entitled to exercise the rights attaching to the units so requested, despite any notice to the contrary.
PLAN OF DISTRIBUTION
We may sell our securities in any one or more
of the following ways from time to time:
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to or through underwriters;
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through brokers or dealers;
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in “at the market offerings” within the meaning of Rule 415(a)(4) under the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;
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directly by us to purchasers, including through a specific bidding, auction or other process; or
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through a combination of any of these methods of sale.
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The applicable prospectus supplement will contain
the terms of the transaction, the name or names of any underwriters, dealers, agents and the respective amounts of securities underwritten
or purchased by them, the initial public offering price of the securities, and the applicable agent’s commission, dealer’s
purchase price or underwriter’s discount. Any dealers and agents participating in the distribution of the securities may
be deemed to be underwriters, and compensation received by them on resale of the securities may be deemed to be underwriting discounts.
Any initial offering price, dealer purchase
price, discount or commission may be changed from time to time.
The securities may be distributed from time
to time in one or more transactions, at negotiated prices, at a fixed price or fixed prices (that may be subject to change), at
market prices prevailing at the time of sale, at various prices determined at the time of sale or at prices related to prevailing
market prices.
Offers to purchase securities may be solicited
directly by us or by agents designated by us from time to time. Unless otherwise indicated in the prospectus supplement, any such
agent will use its commercially reasonable efforts to solicit purchases for the period of its appointment or to sell securities
on a continuing basis. Agents may receive compensation in the form of commissions, discounts or concessions from us. Agents may
also receive compensation from the purchasers of the securities for whom they sell as principals. Each particular agent will receive
compensation in amounts negotiated in connection with the sale, which might be in excess of customary commissions. Any such agent
may be deemed to be an underwriter, as that term is defined in the Securities Act, of the securities so offered and sold. Accordingly,
any commission, discount or concession received by them and any profit on the resale of the securities purchased by them may be
deemed to be underwriting discounts or commissions under the Securities Act. We have not entered into any agreements, understandings
or arrangements with any underwriters or broker-dealers regarding the sale of their securities. As of the date of this prospectus,
there are no special selling arrangements between any broker-dealer or other person and us. No period of time has been fixed within
which the securities will be offered and sold.
If underwriters are utilized in the sale of
any securities in respect of which this prospectus is being delivered, such securities will be acquired by the underwriters for
their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at fixed
public offering prices or at varying prices determined by the underwriters at the time of sale. Securities may be offered to the
public either through underwriting syndicates represented by managing underwriters or directly by one or more underwriters. If
any underwriter or underwriters are utilized in the sale of securities, unless otherwise indicated in the applicable prospectus
supplement, the obligations of the underwriters are subject to certain conditions precedent, and the underwriters will be obligated
to purchase all such securities if they purchase any of them.
If a dealer is utilized in the sale of the
securities in respect of which this prospectus is delivered, we will sell such securities to the dealer as principal. The dealer
may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale. Transactions
through brokers or dealers may include block trades in which brokers or dealers will attempt to sell shares as agent but may position
and resell as principal to facilitate the transaction or in cross trades, in which the same broker or dealer acts as agent on both
sides of the trade. Any such dealer may be deemed to be an underwriter, as such term is defined in the Securities Act, of the securities
so offered and sold.
Offers to purchase securities may be solicited
directly by us, and the sale thereof may be made by us, directly to institutional investors or others who may be deemed to be underwriters
within the meaning of the Securities Act with respect to any resale thereof.
Agents, underwriters and dealers may be entitled
under relevant agreements with us to indemnification by us against certain liabilities, including liabilities under the Securities
Act, or to contribution with respect to payments which such agents, underwriters and dealers may be required to make in respect
thereof. The terms and conditions of any indemnification or contribution will be described in the applicable prospectus supplement.
Underwriters, broker-dealers or agents may
receive compensation in the form of commissions, discounts or concessions from us. Underwriters, broker-dealers or agents may also
receive compensation from the purchasers of shares for whom they act as agents or to whom they sell as principals, or both. Compensation
as to a particular underwriter, broker-dealer or agent will be in amounts to be negotiated in connection with transactions involving
shares and might be in excess of customary commissions. In effecting sales, broker-dealers engaged by us may arrange for other
broker-dealers to participate in the resales.
Any securities offered other than common stock
will be a new issue and, other than the common stock, which is listed on The Nasdaq Capital Market, will have no established trading
market. We may elect to list any series of securities on an exchange, and in the case of the common stock, on any additional exchange,
but, unless otherwise specified in the applicable prospectus supplement and/or other offering material, we shall not be obligated
to do so. It is possible that one or more underwriters may make a market in a class or series of securities, but the underwriters
will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to
the liquidity of, or the trading market for, any of the securities.
Agents, underwriters and dealers may engage
in transactions with, or perform services for, us or our subsidiaries in the ordinary course of business.
Any underwriter may engage in overallotment,
stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.
Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids
to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions
involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids
permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased
in a covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it
would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time. An underwriter may carry
out these transactions on The Nasdaq Capital Market, in the over-the-counter market or otherwise.
The place and time of delivery for securities will be set forth
in the accompanying prospectus supplement.
LEGAL MATTERS
The validity of the securities being offered
by this prospectus will be passed upon for us by Loeb & Loeb LLP, New York, New York. If the validity of any securities is
also passed upon by counsel for any underwriters, dealers or agents, that counsel will be named in the prospectus supplement relating
to that specific offering.
EXPERTS
The
disclosure required under this “Experts” section will be included in an amendment to the Registration Statement on
Form S-3, of which this prospectus forms part.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to “incorporate by
reference” into this prospectus the information we file with the SEC. This means that we can disclose important information
to you by referring you to those documents. Any statement contained in a document incorporated by reference in this prospectus
shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, or
in any subsequently filed document, which also is incorporated by reference herein, modifies or supersedes such earlier statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of
this prospectus.
We hereby incorporate by reference into this prospectus the following
documents that we have filed with the SEC under the Exchange Act (File No. 001-34647):
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the Company’s Current Report on Form 8-K, filed with the SEC on June 27, 2019;
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the Company’s Current Report on Form 8-K, filed with the SEC on July 8, 2019;
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the Company’s Current Report on Form 8-K, filed with the SEC on August 5, 2019;
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the Company’s Current Report on Form 8-K, filed with the SEC on August 9, 2019;
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the Company’s Proxy Statement Pursuant to Section 14(a) of the Exchange Act filed on April 30, 2019; and
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the Company’s Registration Statement on Form 8-A (Registration No. 001-34647) filed with the SEC on September 13, 2010, pursuant to Section 12 of the Securities Exchange Act of 1934, together with any amendments or reports filed for the purpose of updating such description.
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All documents that we file with the SEC pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Current Reports on Form 8-K, or portions thereof, furnished
under Item 2.02 or 7.01 of Form 8-K) (i) after the initial filing date of the registration statement of which this prospectus forms
a part and prior to the effectiveness of such registration statement and (ii) after the date of this prospectus and prior to the
termination of the offering shall be deemed to be incorporated by reference in this prospectus from the date of filing of the documents,
unless we specifically provide otherwise. Information that we file with the SEC will automatically update and may replace information
previously filed with the SEC. To the extent that any information contained in any Current Report on Form 8-K or any exhibit thereto,
was or is furnished to, rather than filed with the SEC, such information or exhibit is specifically not incorporated by reference.
WHERE YOU CAN FIND MORE INFORMATION
As permitted by SEC rules, this prospectus
omits certain information and exhibits that are included in the registration statement of which this prospectus forms a part. Since
this prospectus may not contain all of the information that you may find important, you should review the full text of these documents.
If we have filed a contract, agreement or other document as an exhibit to the registration statement of which this prospectus forms
a part, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement in this
prospectus, including statements incorporated by reference as discussed above, regarding a contract, agreement or other document
is qualified in its entirety by reference to the actual document.
We are subject to the information reporting requirements
of the Exchange Act, and, in accordance with these requirements, we file annual, quarterly and current reports, proxy statements,
and other information with the SEC. The SEC maintains an internet website at www.sec.gov that contains our filed reports,
proxy and information statements, and other information that we file electronically with the SEC. You may inspect, read and copy
the reports and other information we file with the SEC at the aforesaid SEC’s website.
We will provide to each person, including
any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated
by reference in the prospectus but not delivered with the prospectus. We will provide this information upon oral or
written request, free of charge. Any requests for this information should be made by calling or sending a letter to the
Secretary of the Company, c/o ChinaNet Online Holdings, Inc., at the Company’s office located at No. 9 South Min Zhuang
Road, Haidian District, Beijing, PRC. Our telephone number at this address is (86 10)
60846616 and our fax number is (86 10) 88857816. For more information, see our corporate website at
www.chinanet-online.com.
ChinaNet Online Holdings, Inc.
$75,000,000
Common Stock
Preferred Stock
Warrants
Units
PROSPECTUS
, 2019
You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from that contained in this prospectus or any prospectus
supplement. This prospectus is not an offer of these securities in any jurisdiction where an offer and sale is not permitted. The
information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery
of this prospectus or any sale of our common stock.
[ALTERNATE PAGE]
The information in this prospectus is not complete and
may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission
is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in
any state or other jurisdiction where the offer or sale is not permitted.
Preliminary Prospectus
Subject to Completion, Dated , 2019
CHINANET ONLINE HOLDINGS, INC.
774,000 Shares of Common Stock Underlying Warrants
This prospectus relates to the resale of up to 774,000 shares of
our common stock, par value $.001 per share, issuable upon the exercise of warrants (the “Shares”). The Shares may
be sold from time to time by the Selling Stockholders named in this prospectus (“Selling Stockholders”). The Shares
were acquired by the Selling Stockholders in a registered direct offering that closed on January 17, 2018.
We will not receive any of the proceeds from the sale of the Shares
by the Selling Stockholders. However, to the extent that the warrants are exercised for cash, we will receive from any exercise
of the warrants up to an aggregate of $5,108,400. We intend to use any proceeds received from the exercise of the warrants for
working capital and general corporate purposes. We have agreed to pay the expenses in connection with the registration of these
Shares.
Our common stock is listed on the NASDAQ Capital Market under the
symbol “CNET.” The last reported sale price of our common stock on September 10, 2019 was $1.33.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE
SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE “RISK FACTORS” BEGINNING ON PAGE 3 FOR A DISCUSSION
OF RISKS APPLICABLE TO US AND AN INVESTMENT IN OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is , 2019
[ALTERNATE PAGE]
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed
with the Securities and Exchange Commission, or the SEC, under the Securities Act of 1933, as amended, or the Securities Act registering
the resale of the shares of Common Stock underlying Warrants owned by the Selling Stockholders named herein.
The registration statement includes additional
information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC
at its website or at its offices described below under “Where You Can Find More Information.”
Unless the context otherwise requires, all
references in this prospectus to “CNET,” “we,” “us,” “our,” “the Company”
or similar words refer to ChinaNet Online Holdings, Inc., together with our subsidiaries.
[ALTERNATE PAGE]
The Offering
This prospectus relates to the sale by the Selling Stockholders
of up to 774,000 shares of our common stock underlying warrants.
Common stock offered by Selling Stockholders
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774,000 Shares
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NASDAQ Symbol
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CNET
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Risk Factors
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See “Risk Factors” beginning on
page ___ and other information included in this prospectus for a discussion of factors you should consider before deciding
to invest in shares of our common stock.
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[ALTERNATE PAGE]
Use of Proceeds
We will not receive any of the proceeds from the sale of the Shares
by the Selling Stockholders. However, to the extent that the warrants are exercised for cash, we may receive up to an aggregate
of $5,108,400. We intend to use any proceeds received from the exercise of the warrants for working capital and general corporate
purposes. We have agreed to pay the expenses in connection with the registration of these Shares.
[ALTERNATE PAGE]
SELLING STOCKHOLDERS
We are registering for resale shares of our common stock underlying
outstanding warrants. We are registering the Shares to permit the Selling Stockholders to resell the Shares when and as they
deem appropriate in the manner described in the “Plan of Distribution”.
The following table sets forth:
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the name of the Selling Stockholders,
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the number of shares of our common stock that the Selling Stockholders beneficially owned prior to the offering for resale of the Shares under this prospectus,
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the maximum number of shares of our common stock that may be offered for resale for the account of the Selling Stockholders under this prospectus, and
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the number and percentage of shares of our common stock to be beneficially owned by the Selling Stockholders after the offering of the Shares (assuming all of the offered Shares are sold by the Selling Stockholders).
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Percentage of beneficial ownership before this offering is based on 16,412,543 shares of our common stock
outstanding as of September 16, 2019. The Selling Stockholders acquired the Shares held
by them in a registered direct offering that closed on January 17, 2018. The Selling Stockholders may offer for sale all or part
of the Shares from time to time. The table below assumes that the Selling Stockholders will sell all of the Shares offered for
sale. The Selling Stockholders are under no obligation, however, to sell any Shares pursuant to this prospectus.
None of the selling stockholders has been an officer or director of
the Company or any of its predecessors or affiliates within the last three years, nor has any selling stockholder had a material
relationship with the Company.
None of the selling stockholders is a broker dealer or an affiliate
of a broker dealer that has any agreement or understanding to distribute any of the shares being registered.
FT Global Capital, Inc. (“FT Global”) is a registered broker dealer and a FINRA member firm and
certain of its associated persons are listed as Selling Stockholders in this prospectus. FT Global served as exclusive placement
agent in our registered direct offering completed in January 2018 and received, in addition to cash commissions and reimbursement
of some expenses, warrants to purchase an aggregate of 129,000 shares of Common Stock with an exercise price of $6.60 per share.
FT Global assigned all of the warrants to Jian Ke. The warrants expire on January 16, 2021.
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Beneficial Ownership
Before
Offering(1)
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Beneficial Ownership
After Offering
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Selling Stockholder
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Number
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Percentage
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Number of
Shares
Offered
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Number
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Percentage
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Hudson Bay Master Fund
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215,000
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1.31
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%
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215,000
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(2)
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Intracoastal Capital, LLC
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215,000
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1.31
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%
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215,000
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(3)
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-
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Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B
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215,000
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1.31
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%
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215,000
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(4)
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-
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Jian Ke
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285,000(6)
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1.74
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%
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129,000
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(5)
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156,000
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*
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________________________________
* Less than one percent.
(1)
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Beneficial ownership and percentage
ownership are determined in accordance with the rules of the Securities and Exchange Commission. In calculating the number
of shares beneficially owned and the percentage ownership of the Selling Stockholders, shares underlying warrants held by
the Selling Stockholders that are either currently exercisable or exercisable within 60 days from September 16, 2019 are deemed
outstanding. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any
other Selling Stockholders.
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(2)
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Consists of 215,000 shares of common
stock underlying warrants. The registered address of Hudson Bay Master Fund is 777 Third Avenue, 30th Floor, NY,
NY 10071. Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment
power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner
of Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership
over these securities.
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(3)
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Consists of 215,000 shares of common
stock underlying warrants. The registered address of Intracoastal Capital, LLC is 2211A Lakeside Dr. Bannockburn, IL 60015.
Mitchell P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”), each of whom are managers of Intracoastal
Capital LLC (“Intracoastal”), have shared voting control and investment discretion over the securities reported
herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Saher may be deemed to have beneficial ownership
(as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of
the securities reported herein that are held by Intracoastal.
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(4)
|
Consists of 215,000 shares of common
stock underlying warrants. The registered address of Alto Opportunity Master Fund, SPC – Segregated Master Portfolio
B is c/o Ayrton Capital LLC 222 Broadway, 19th fl., NY, NY 10038. Ayrton Capital, LLC, the investment manager to
Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, has discretionary authority to vote and dispose of
the shares held by Alto Opportunity Fund, SPC – Segregated Master Portfolio B and may be deemed to be the beneficial
owner of these shares. Waqas Khatri, in his capacity as Managing Member of Ayrton Capital LLC, may also be deemed to have
investment discretion and voting power over the shares held by Alto Opportunity Master Fund, SPC – Segregated Master
Portfolio B. Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B and Mr. Khatri each disclaim any beneficial
ownership of these shares.
|
(5)
|
Consists of 129,000 shares of common
stock underlying warrants. The registered address of Jian Ke is 1200 Abernathy Rd., Ste. 1700, Atlanta, GA 30328.
|
(6)
|
Consists of (i) 129,000 shares of
common stock underlying warrants held by Jian Ke; (ii) 64,000 shares of common stock held by Jian Ke; (iii) 52,000 shares
of common stock held by Jian Ke’s spouse, Qidan Ke; and (iv) 40,000 shares of common stock owned by FirsTrust Group,
Inc., a consulting company in which Jian Ke is the Chairman and Chief Executive Officer.
|
[ALTERNATE PAGE]
PLAN OF DISTRIBUTION
The Selling Stockholders and any of their pledgees, donees,
assignees and successors-in-interest may, from time to time, sell any or all of their Shares being offered under this prospectus
on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions. These
sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when disposing
of the Shares:
|
•
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
•
|
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
|
•
|
purchases by a broker-dealer as principal and resales by the broker-dealer for its account;
|
|
•
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
|
•
|
privately negotiated transactions;
|
|
•
|
to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the SEC;
|
|
•
|
broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;
|
|
•
|
to or through underwriters;
|
|
•
|
a combination of any of these methods of sale; and
|
|
•
|
any other method permitted pursuant to applicable law.
|
The Shares may also be sold under Rule 144 under the Securities
Act of 1933, as amended, if available for a Selling Stockholder, rather than under this prospectus. The Selling Stockholders have
the sole and absolute discretion not to accept any purchase offer or make any sale of Shares if they deem the purchase price
to be unsatisfactory at any particular time.
The Selling Stockholders may pledge their Shares to its brokers
under the margin provisions of customer agreements. If a Selling Stockholder defaults on a margin loan, the broker may, from time
to time, offer and sell the pledged Shares.
Broker-dealers engaged by the Selling Stockholders may arrange for
other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders
(or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions
as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law.
If sales of Shares offered under this prospectus are made to or
through underwriters and broker-dealers as principals, we would be required to file a post-effective amendment to the registration
statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any
participating underwriters broker-dealers and the compensation arrangements relating to such sales.
The Selling Stockholders and any broker-dealers or agents that are
involved in selling the Shares offered under this prospectus may be deemed to be “underwriters” within the meaning
of the Securities Act in connection with these sales. Commissions received by these broker-dealers or agents and any profit on
the resale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
Any broker-dealers or agents that are deemed to be underwriters may not sell Shares offered under this prospectus unless and until
we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this
prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of
which this prospectus is a part.
The Selling Stockholders and any other persons participating in
the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act,
and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the
timing of purchases and sales of any of the shares by, the Selling Stockholders or any other person. Furthermore, under Regulation
M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities
with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified
exceptions or exemptions. All of these limitations may affect the marketability of the shares.
If any of the Shares offered for sale pursuant to this prospectus
are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until
a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the
Selling Stockholders will sell all or any portion of the Shares offered under this prospectus.
We have agreed to pay all fees and expenses we incur incident to
the registration of the Shares being offered under this prospectus. However, the Selling Stockholders and purchaser is responsible
for paying any discounts, commissions and similar selling expenses it incurs.
We and the Selling Stockholders have agreed to indemnify one another
against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities
Act.
ChinaNet Online Holdings, Inc.
PROSPECTUS
774,000 Shares of Common Stock
Offered by the Selling Stockholders Named Herein
, 2019
You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from that contained in this prospectus or any prospectus
supplement. This prospectus is not an offer of these securities in any jurisdiction where an offer and sale is not permitted. The
information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery
of this prospectus or any sale of our common stock.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.
|
Other Expenses of Issuance and Distribution
|
The expenses in connection with the issuance and distribution of
the securities being registered are set forth in the following table (all amounts other than the registration fee are estimated):
|
Amount
to be Paid
|
Registration fee – Securities and Exchange Commission
|
|
$
|
9,709.14
|
*
|
Accountants’ fees and expenses
|
|
|
**
|
|
Legal fees and expenses
|
|
|
**
|
|
Stock exchange listing fees
|
|
|
**
|
|
Printing expenses
|
|
|
**
|
|
Miscellaneous
|
|
|
**
|
|
Total
|
|
$
|
9,709.14
|
*
|
*
|
Paid
previously.
|
**
|
These fees and expenses are calculated based
on the securities offered and the number of issuances and, accordingly, cannot be estimated at this time. They will be provided
as applicable by amendment or in a filing with the Securities and Exchange Commission (the “SEC”) pursuant to
the Securities Exchange Act of 1934, as amended, and incorporated herein by reference or reflected in the applicable prospectus
supplement.
|
Item 15.
|
Indemnification of Directors and Officers
|
Our officers and directors are indemnified
as provided by the Nevada Revised Statutes (“NRS”) and our articles of incorporation and bylaws.
Under the NRS, officer and director immunity
from liability to a company or its stockholders for monetary liabilities applies automatically unless it is specifically limited
by a company’s articles of incorporation. The NRS provides that an officer or director will not be liable for acts or omissions
unless it is proven that the officer’s or director’s acts or omissions constitute a breach of fiduciary duties and
such breach involved intentional misconduct, fraud, or a knowing violation of law. Our articles of incorporation provide that no
director shall be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director; provided
that the director’s liability shall not be eliminated or limited for (i) breach of any duty of loyalty to the Company or
its stockholders, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law,
(iii) any transaction from which the director derived an improper personal benefit, or (iv) an act or omission occurring before
the person was a director of the Company.
Our articles of incorporation and bylaws provide
that we will indemnify our directors, officers, employees, and agents, to the fullest extent to the extent required by the NRS,
and our bylaws provide that we shall indemnify such individuals to the extent permitted by the NRS. Our bylaws also provide that
we may purchase and maintain liability insurance, or make other arrangements for such obligations or otherwise, to the extent permitted
by the NRS.
The NRS permits us to indemnify any person
who was or is a party or is threatened to be made a party to any threatened, pending, or contemplated action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, including an action by or on behalf of the Company, by reason of the
fact that such person is or was a director, officer, employee, or agent of the Company, or is or was servicing at the request of
the Company as a director, officer, employee, or agent of another entity, against expenses, including attorneys’ fees actually
and reasonably incurred by such person in connection with the defense or settlement of such action, suit, or proceeding if such
person has exercised his powers in good faith and with a view to the interests of the Company; or acted in good faith and in a
manner that such person reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any
criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful.
Indemnification under the NRS may not be made
for any claim, issue, or matter as to which such person has been adjudged by a court of competent jurisdiction, after exhaustion
of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the
extent that the court in which the action or suit was brought or other court of competent jurisdiction determines that, in view
of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court
deems proper.
The NRS also provides that to the extent that
a director, officer, employee, or agent of the Company has been successful on the merits or otherwise in defense of any action,
suit, or proceeding for which the Company is permitted to provide indemnification, or in defense of any claim, issue, or matter
therein, the Company is required to indemnify such person against expenses, including attorneys’ fees, actually and reasonably
incurred in connection with the defense.
Our articles of incorporation and the NRS require
the Company to advance expenses of an officer or director as incurred in defending a civil or criminal action, suit, or proceeding
upon receipt of an undertaking from the officer or director to repay the amounts advanced if it is ultimately determined by a court
of competent jurisdiction that the officer or director is not entitled to such indemnification.
The list of exhibits in the Exhibit Index to
this registration statement is incorporated herein by reference.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement.
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information in the registration statement.
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii)
and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b).
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of
a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability
under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and
(ii) Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability
of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned
registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus
of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating
to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing
prospectus relating to the offering containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer
in the offering made by the undersigned registrant to the purchaser.
(b) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant
to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on September 16, 2019.
|
CHINANET ONLINE HOLDINGS INC.
|
|
|
|
|
By:
|
/s/ Handong Cheng
|
|
|
|
Name:
|
Handong Cheng
|
|
|
|
Title:
|
Chairman, Chief Executive Officer and
President
|
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Handong Cheng and Mark Li, as his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, in any and all capacities, to sign any or all amendments (including post-effective amendments)
to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons and in the capacities and on the dates indicated.
Date: September 16, 2019
|
/s/ Handong Cheng
|
|
|
Handong Cheng
|
|
|
Chairman, Chief Executive Officer and President
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date: September 16, 2019
|
/s/ Mark Li
|
|
|
Mark Li
|
|
|
Chief Financial Officer
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
Date: September 16, 2019
|
/s/ Pau Chung Ho
|
|
|
Pau Chung Ho
|
|
|
Director
|
|
|
|
|
Date: September 16, 2019
|
/s/ Chang Qiu
|
|
|
Chang Qiu
|
|
|
Director
|
|
|
|
|
Date: September 16, 2019
|
/s/ Zhiqing Chen
|
|
|
Zhiqing Chen
|
|
|
Director
|
|
|
|
|
Date: September 16, 2019
|
/s/ George Kai Chu
|
|
|
George Kai Chu
|
|
|
Director
|
|
EXHIBIT INDEX
*
|
To the extent applicable, to be filed by a post-effective amendment or as an exhibit to a document filed under the Securities Exchange Act, as amended, and incorporated by reference herein.
|
**
|
Filed previously.
|
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