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 November, 2020
Commission File Number: 001-38876
ATIF HOLDINGS LIMITED
Room 2803,
Dachong Business Centre, Dachong 1st
Road,
Nanshan District, Shenzhen, China
(Address of principal executive office)
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 x
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): ¨
Incorporation by Reference
The information contained in this Report
on Form 6-K and the exhibits filed herewith are hereby incorporated by reference into the registration statement on Form F-3 (Registration
Number 333-239131), filed by ATIF Holdings Limited (the “Company”) with the U.S. Securities and Exchange Commission
(“SEC”) on June 12, 2020, as amended by Amendment No. 1 to Form F-3, filed with the SEC on September 1, 2020, and declared
effective on September 21, 2020, to the extent not superseded by documents or reports subsequently filed or furnished.
Entry into a Material Definitive Agreement
On November 3, 2020, the Company entered
into a securities purchase agreement (the “Purchase Agreement”) with certain institutional accredited investors (the
“Purchasers”), pursuant to which the Company agreed to sell (i) in a registered direct offering, an aggregate of 4,347,826
of the Company’s ordinary shares, $0.001 par value (the “Ordinary Shares”), at a purchase price per share of
$0.92 (the “Shares”), for aggregate gross proceeds to the Company of approximately $4.0 million, before deducting placement
agent fees and offering expenses payable by the Company (the “Registered Offering”), and (ii) in a concurrent private
placement (the “Private Placement”), warrants (the “Warrants”) to purchase an aggregate of 4,347,826 Ordinary
Shares (the “Warrant Shares”). The Registered Offering and the Private Placement are anticipated to close on November
5, 2020.
The exercise
price of each Warrant is $1.10 per share, and each Warrant is exercisable immediately and will expire five years from the
date of issuance. After one-year, the exercise price may reset to the 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. Further, the exercise price and the number of Warrant
Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of specified events, including
stock dividends, stock splits, combinations and reclassifications of the Ordinary Shares, as described in the Warrants.
Holders of the Warrants may exercise their
Warrants to purchase Warrant Shares at any time prior to the expiration date. Subject to limited exceptions, a holder of Warrants
will not have the right to exercise any portion of its Warrants if the holder, together with its affiliates and any other persons
acting as a group together with the holder and any of the holder's affiliates, would beneficially own in excess of 4.99% or 9.99%
(at the election of the holder prior to issuance) of the number of our Ordinary Shares outstanding immediately after giving effect
to such exercise, provided that the holder may increase or decrease the beneficial ownership limitation (but in no event shall
such limitation exceed 9.99%). If, at the time of the exercise of a Warrant, a registration statement and current prospectus covering
the resale by the holder of the Warrant Shares issuable upon exercise of the Warrant is not available, the holder may exercise
its Warrant, in whole or in part, on a cashless basis. There is no established trading market for the Warrants, and the Company
does not intend to list the Warrants on any securities exchange or other nationally recognized trading system.
Pursuant to a
letter agreement dated June 18, 2020, the Company engaged FT Global Capital (“FT Global”) to act as its exclusive
placement agent in connection with the Registered Offering and the Private Placement. As compensation to FT Global in
connection with the Registered Offering, the Company agreed to pay FT Global a cash fee equal to 7.5% of the gross proceeds
of the Registered Offering, up to $30,000 in the aggregate for all travel, due diligence or related expenses, and agreed to
reimburse FT Global legal expense in an amount of $30,000, and to issue to FT Global warrants (the “Placement Agent
Warrants”) to purchase 391,304 Ordinary Shares. The Placement Agent Warrants have an exercise price equal to $1.10,
which is the same exercise price of the Warrants sold in the Private Placement, and are exercisable 180 days after the
commencement of sales in the Registered Offering for five years from such date. The Placement Agent Warrants have
substantially similar terms to the Warrants issued in the concurrent Private Placement.
The net proceeds from the Registered Offering,
after deducting placement agent fees and offering expenses, were approximately $3.47 million, excluding the proceeds, if any, from
the exercise of the Warrants or the Placement Agent Warrants.
The Purchase Agreement includes customary
representations, warranties and covenants by the Company and the Purchasers, and the Company has agreed to provide the Purchasers
with customary indemnification under the Purchase Agreement.
The Shares were offered and sold by the
Company pursuant to an effective shelf registration statement on Form F-3, which was originally filed with the SEC on June 12,
2020, as amended by Amendment No. 1 to Form F-3, filed with the SEC on September 1, 2020, and declared effective on September 21,
2020 (File No. 333-239131). The Warrants were offered and sold, and the Placement Agent Warrants were issued, in reliance upon
the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),
and Rule 506(b) of Regulation D promulgated thereunder. To the extent any Warrant Shares are issued upon exercise of the Warrants
or any Ordinary Shares are issued upon exercise of the Placement Agent Warrants, such Warrant Shares or Ordinary Shares, as applicable,
will be issued in transactions anticipated to be exempt from registration under Section 4(a)(2) of the Securities Act and Rule
506(b) of Regulation D promulgated thereunder or, in the case of “cashless exercise” of a Warrant or Placement Agent
Warrant, Section 3(a)(9) of the Securities Act.
The foregoing descriptions of the Purchase
Agreement, the Warrant and the Placement Agent Warrant are not complete and are qualified in their entirety by reference to the
full text of the form of Purchase Agreement, form of Warrant and form of Placement Agent Warrant, copies of which are filed herewith
as Exhibit 10.1, Exhibit 4.1 and Exhibit 4.2, respectively to this Report on Form 6-K and are incorporated by reference herein.
A copy of the legal opinion of Ogier relating
to the Ordinary Shares offered in the Registered Offering is attached as Exhibit 5.1 hereto.
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.
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ATIF Holdings Limited
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By:
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/s/ Pishan Chi
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Name:
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Pishan Chi
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Title:
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Chief Executive Officer
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Dated: November 3, 2020
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