Current Report Filing (8-k)
October 23 2020 - 8:32AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 22, 2020
DATASEA
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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001-38767
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45-2019013
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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20th
Floor, Tower B, Guorui Plaza
1
Ronghua South Road, Technological Development Zone
Beijing,
People’s Republic of China 100176
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: +86 10-56145240
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock,
$0.001 par value
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DTSS
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The NASDAQ Stock
Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item
1.01. Entry into a Material Definitive Agreement.
On October 22, 2020, Datasea,
Inc. (the “Company”) entered into a common stock purchase agreement (the “Purchase Agreement”) with Triton
Funds LP (“Triton”). Pursuant to the Purchase Agreement, subject to certain conditions set forth in the Purchase Agreement,
Triton is obligated to purchase up to $2 million of the Company’s common stock from time to time through December 31, 2020.
Each
time the Company wishes to issue and sell common stock to Triton under the Purchase Agreement, the Company is required to
provide Triton with a purchase notice (the “Purchase Notice”), which Purchase Notice sets forth the total number
of shares of common stock that the Company elects to sell to Triton (the “Purchased Shares”). The total purchase
price to be paid by Triton at each closing will be determined by multiplying the number of Purchased Shares to be sold by the
Company in the Purchase Notice by the purchase price per share, which will be 90% of the lowest closing price of the
Company’s common stock during the five business days prior to closing; provided, however, in no event will Triton be
obligated to purchase common stock for an aggregate offering price greater than $2 million, and subject to a valuation cap
for the Company of $80 million. Notwithstanding anything contained elsewhere in this Agreement to the contrary, the Company
shall not effect any sales to Triton, and Triton shall not have the right to purchase hereunder, to the extent that after
giving effect to such sales, Triton (together with its affiliates, and any other persons acting as a group together with
Triton or any of Triton affiliates, and together with any other contemporaneous equity or debt-linked transactions that may
be aggregated into and deemed as one single transaction under the rules and regulations of the Nasdaq Stock Market), would
beneficially own in excess of 19.99% of the outstanding shares of the Company’s common stock. The Company is precluded
from submitting a purchase notice to Triton in the event the closing price of $1.65 per share as reported on the Nasdaq Stock
Market.
The
total number of the shares to be purchased under the Agreement shall not exceed 523,596 shares, or 2.5% of the Company’s
outstanding shares of common stock on the Agreement’s execution date, subject to the 9.9% beneficial ownership limitation
of the Company’s shares of common stock outstanding by Triton.
Closing for sales of common stock will occur no later than three
business days following the date on which the Purchased Shares are received by Triton’s custodian. In addition, the Company
has agreed to (i) at the time of the CSPA execution remit $10,000 to Triton, and (ii) at the initial closing pay $5,000 to Triton,
to reimburse Triton’s expenses related to the transaction.
The shares were offered,
and will be issued, pursuant to the Prospectus Supplement, dated October 22, 2020, to the Prospectus included in the Company’s
Registration Statement on Form S-3 (Registration No. 333-239183) filed with the Securities and Exchange Commission on June 15,
2020.
The
foregoing description of the Purchase Agreement is qualified in its entirety by reference to Exhibit 10.1 attached hereto and
incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
SIGNATURE
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 hereunto duly authorized.
Dated:
October 22, 2020
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DATASEA INC.
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By:
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/s/
Zhixin Liu
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Name:
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Zhixin Liu
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Title:
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Chief Executive Officer
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2
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