SHENZHEN, China, Nov. 3, 2020 /PRNewswire/ -- 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
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 Limited
Headquartered 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 Statements
Certain 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.
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SOURCE ATIF Holdings Limited