UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2022
Commission File Number: 001-39301
LION
GROUP HOLDING LTD.
Not Applicable
(Translation of registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
3 Phillip Street, #15-04 Royal Group Building
Singapore 048693
(Address of principal executive office)
Registrant’s phone number, including area
code
+65 8877 3871
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Entry into a Material Agreement and Unregistered Sale
of Equity Securities.
On May 17, 2022, Lion Group Holding Ltd. (the
“Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with ATW Opportunities
Master Fund, L.P. (the “Purchaser”), pursuant to which the Company received net proceeds of $1,995,000 in consideration of
the issuance of Convertible Debenture (the “Debenture”) in the principal amount of $2,100,000.
The transactions contemplated under the Securities
Purchase Agreement closed on May 17, 2022. The Company intends to use the proceeds from the issuance of the Debenture for working capital
purposes.
The Debenture matures on November 17, 2024, bears
interest at a rate of 8% per annum to the extent such interest is paid in cash or 12.0% to the extent such interest is paid in ADSs at
the Company’s election, and is convertible into ADSs, beginning after its original date of issuance at a conversion price is
the lesser of $1.00 or 85% of the lowest trade price in the last ten (10) trading days immediately prior to conversion, subject to adjustment,
per ADS. Interest is payable quarterly in cash, or the Company may pay accrued interest in its ADSs.
The Debenture contains conversion
limitations providing that a holder thereof may not convert the Debenture to the extent (but only to the extent) that, if after
giving effect to such conversion, the holder or any of its affiliates would beneficially own in excess of 4.99% of the
Company’s ordinary shares immediately after giving effect to such conversion. A holder may increase or decrease its beneficial
ownership limitation upon notice to the Company provided that in no event such limitation exceeds 9.99%, and that any increase shall
not be effective until the 61st day after such notice.
Upon the occurrence of an event of default under
the Debenture, the outstanding principal amount of the Debenture and accrued interest but unpaid interest, and interest accrues equal
to the lesser of 18% per annum or the maximum rate permitted under applicable law, liquidated damages and other amounts owing immediately
due and payable in cash at the mandatory default amount.
The Company has also granted the Purchaser a 24-month
right to participate in specified future financings, up to a level of 30%.
The Debenture was sold pursuant to an exemption from the registration
requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation
D promulgated thereunder. The Purchaser is an accredited investor which has purchased the securities as an investment in a private placement
that did not involve a general solicitation. The ADSs to be issued upon conversion of the Debenture have not been registered under the
Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption
from the registration requirements. This Current Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer
to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such state.
The termination dates for the Series D,
Series E, and Series F American Depositary Shares Purchase Warrants issued on February 18, 2021 and the Series G American Depositary
Shares Purchase Warrants originally issued on December 13, 2021 were February 18, 2026, February 18, 2023, February 18, 2026, and
December 13, 2026, respectively (collectively, the “2021 Warrants”). As part of consideration of entering into the
Securities Purchase Agreement, the Company agreed to extend the 2021 Warrants termination dates as follows: (i) the termination date
for the Series D American Depositary Shares Purchase Warrant shall be extended to February 18, 2028; (ii) the termination date for
the Series E American Depositary Shares Purchase Warrant shall be extended to February 18, 2025; (iii) the termination date for the
Series F American Depositary Shares Purchase Warrant shall be extended to February 18, 2028; and (iv) the termination date for the
Series G American Depositary Shares Purchase Warrant shall be extended to December 13, 2028.
Further, the initial conversion price for the
Series A Convertible Preferred Shares issued on February 18, 2021 is $3.00 per share and Series B Convertible Preferred Shares issued
on December 13, 2021 is the lower of $1.75 per share or 90% of the lowest daily volume-weighted average price during the 10 consecutive
trading days prior to the conversion date, respectively (collectively, the “2021 Convertible Preferred Shares”). As part
of consideration of entering into the Securities Purchase Agreement, the Company agreed that the conversion price of the Debenture will
not affect the conversion price of 2021 Convertible Preferred Shares and the exercise price of 2021 Warrants of the Purchaser’s
existing 2021 Convertible Preferred Shares and 2021 Warrants.
The foregoing description does not purport to be complete and is qualified
in its entirety by reference to the full text of the Securities Purchase Agreement and the Debenture attached hereto as Exhibits 10.1
and 10.2, respectively, each of which are incorporated herein by reference.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: May 18, 2022 |
LION GROUP HOLDING LTD. |
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By: |
/s/ Chunning Wang |
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Name: |
Chunning Wang |
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Title: |
Chief Executive Officer and Director |
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