Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
August 10 2022 - 4:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 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 August 9, 2022, Lion Group Holding Ltd.
(the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with ATW
Opportunities Master Fund II, L.P. (the “Purchaser”), pursuant to which the Company received net proceeds of $3,300,000 in
consideration of the issuance of Convertible Debenture (the “Debenture”) in the principal amount of $3,500,000.
The transactions contemplated under the Securities
Purchase Agreement closed on August 10, 2022 (“First Closing Date”). The Company intends to use the proceeds from the issuance
of the Debenture for working capital purposes.
The Debenture matures on August 9, 2025, 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 $1.25 or 85% of the lowest daily volume-weighted average price in the last fifteen (15) 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 Company granted the Purchaser the right to
purchase a pro-rata share (based on the original subscription amount as to the first closing) of an additional $25 million of Debentures
within 24-month anniversary of the First Closing Date.
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 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”), and Series D, Series E,
and Series F American Depositary Shares Purchase Warrants issued on February 18, 2021 is $2.50, $2.00, and $2.50, respectively, and the
Series G American Depositary Shares Purchase Warrants issued on December 13, 2021 is $2.50 (collectively, the “2021 Warrants”).
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: August 10, 2022 |
LION GROUP HOLDING LTD. |
|
|
|
|
By: |
/s/ Chunning Wang |
|
Name: |
Chunning Wang |
|
Title: |
Chief Executive Officer and Director |
3
Lion (NASDAQ:LGHL)
Historical Stock Chart
From Mar 2024 to Apr 2024
Lion (NASDAQ:LGHL)
Historical Stock Chart
From Apr 2023 to Apr 2024