ATIF Holdings Limited Announces USD$4.0 Million Registered Direct Offering
November 03 2020 - 9:15AM
ATIF Holdings Limited (Nasdaq: ATIF, the “Company”), a company
providing business consulting and multimedia services in Asia,
today announced today announced that it has entered into definitive
agreements with several institutional accredited investors for the
issuance and sale of an aggregate of 4,347,800 of its ordinary
shares, at a purchase price of USD$0.92 per share, in a registered
direct offering. ATIF has also agreed to issue to the
investors unregistered warrants to purchase up to an aggregate of
4,347,800 of ordinary shares. The closing of the offering is
expected to occur on or about November 5, 2020, subject to the
satisfaction of customary closing conditions.
FT Global Capital is acting as the exclusive placement agent for
the offering.
The warrants have an exercise price equal to USD$1.10 per share,
are exercisable immediately and will expire five years from the
issuance date. After one-year, the exercise price may reset to
closing bid price if it is lower than the exercise price then in
effect. In addition, the warrant exercise price may be
subject to adjustment in the event that the Company issues certain
securities at prices below the then exercise price.
The gross proceeds from the offering are expected to be
approximately USD$3.47 million. The Company intends to use the net
proceeds from the offering for working capital purposes, expanding
existing businesses or acquiring or investing in businesses, debt
reduction or debt refinancing, capital expenditures and other
general corporate purposes.
The ordinary shares described above (but not the warrants or the
ordinary shares underlying the warrants) are being offered and sold
by the Company in a registered direct offering pursuant to a
“shelf” registration statement on Form F-3 (Registration No. 333-
239131), including an accompanying prospectus, previously filed
with, and declared effective by, the Securities and Exchange
Commission (the “SEC”) on September 21, 2020. The offering of the
ordinary shares will be made only by means of a prospectus
supplement that forms a part of the registration statement. A final
prospectus supplement and accompanying prospectus relating to the
registered direct offering will be filed with the SEC and will be
available on the SEC's website located at http://www.sec.gov.
The warrants described above were offered in a private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Act"), and Regulation D promulgated thereunder and, along
with the ordinary shares underlying the warrants, have not been
registered under the Act, or applicable state securities laws.
Accordingly, the warrants and the underlying ordinary shares may
not be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Act and such applicable state
securities laws.
This press release 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 or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction._______________________________________________
About ATIF Holdings LimitedHeadquartered
in Shenzhen, China, ATIF Holdings Limited (“ATIF”) is a
company providing business consulting services to small and
medium-sized enterprises in Asia and North America, including
going public consulting services, international business planning
and consulting services, and financial media services. ATIF
operates an internet-based financial consulting service platform
IPOEX.com, which provides prestige membership services including
online capital market information, pre-IPO education and
matchmaking services between SMEs and financing institutions.
ATIF has advised several enterprises in China in
their plans to become publicly listed in the U.S. Through
its majority-owned subsidiary, Leaping Group Co.,
Ltd., ATIF also provides multimedia services and is
engaged in three major businesses, including multi-channel
advertising, event planning and execution, film and TV program
production and movie theater operations. ATIF operates
the largest pre-movie advertising network in Heilongjiang
Province and Liaoning
Province of China and also provides advertising
services in elevators and supermarkets. ATIF is often
hired to plan both online and offline advertising campaigns and to
produce related advertising material. In
addition, ATIF invests in films and TV programs and
distributes them in movie theaters or through online
platforms. ATIF is also one of majority shareholders
of AeroCentury Corp. (NYSE American: ACY) which is an
independent global aircraft operating lessor and finance company
specializing in leasing regional jet and turboprop aircraft and
related engines to airlines and commercial users
worldwide. For more information, please
visit https://ir.atifchina.com/.
Forward-Looking StatementsCertain statements
made in this release are “forward looking statements” within the
meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. When used in this
press release, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are
not guarantee of future performance, conditions or
results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of
which are outside the Company’s control, that could cause actual
results or outcomes to differ materially from those discussed in
the forward-looking statements. Important factors, among others,
are: future financial and operating results, including revenues,
income, expenditures, cash balances and other financial items;
ability to manage growth and expansion; current and future economic
and political conditions; ability to compete in an
industry with low barriers to entry; ability to continue to operate
through our VIE structure; ability to obtain additional financing
in the future to fund capital expenditures; ability to attract new
clients and further enhance brand recognition; ability to hire and
retain qualified management personnel and key employees; trends and
competition in the financial consulting services industry; a
pandemic or epidemic; and other factors listed in the Company’s
annual report on Form 20-F and other documents filed with
the Securities and Exchange Commission. The Company undertakes
no obligation to update forward-looking statements to reflect
subsequent occurring events or circumstances, or changes in its
expectations, except as may be required by law. Although the
Company believes that the expectations expressed in these
forward-looking statements are reasonable, it cannot assure you
that such expectations will turn out to be correct, and the Company
cautions you that actual results may differ materially from the
anticipated results expressed or implied by the forward-looking
statements we make. You should not rely upon forward-looking
statements as predictions of future events. Forward-looking
statements represent our management’s beliefs and assumptions only
as of the date such statements are made. These forward-looking
statements are made as of the date of this news release.
For any questions regarding this release, please call: Janice Wang
Contact Person: Janice Wang
Cell Number: +86 13811768559
Email: jwang@changqingconsulting.com
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