Item
1.01 Entry into a Material Definitive Agreement
On January 19, 2021, TD Holdings, Inc.
(the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”)
with White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), which provides that, upon
the terms and subject to the conditions and limitations set forth therein, the Investor is committed to purchase up to 15,700,000
shares (the “Purchase Notice Shares”) of the Company common stock, par value $0.001 per share (the “Common
Stock”), with an aggregate of forty million dollars ($40,000,000) (the “Commitment Amount”) from time
to time during a certain commitment period (the “Commitment Period”) as defined in the Purchase Agreement, at
a purchase price (the “Purchase Price”) of 90% of the lowest daily volume-weighted average price of the Company’s
Common Stock during a valuation period of three business days prior to the closing of each Purchase Notice (as defined below) received
by the Investor.
Univest Securities, LLC (“Univest”)
acts as placement agent for the placement of Purchase Notice Shares to be offered by the Company during the Commitment Period to
the Investor under a Placement Agency Agreement (the “Placement Agency Agreement”), dated January 6, 2021. Pursuant
to the terms of the Placement Agency Agreement, the placement agent agreed to use its reasonable best efforts to arrange the sale
of the Company’s Purchase Notice Shares. The Company has agreed to issue 75,000 shares of Common Stock (the “Commitment
Shares”) to the Investor in consideration for entering into the Purchase Agreement and 25,000 shares of Common Stock
(the “Initial Consideration Shares”) to Univest Securities, LLC as initial consideration for the placement and
sale of our Common Stock.
Under the Purchase Agreement, on any trading
day with closing price of Common Stock is greater than or equal to $1.20, the Company has the right, but not the obligation, to
present the Investor with a purchase notice (each, a “Purchase Notice”), directing the Investor (as principal)
to purchase up to certain amount shares of Common Stock. The maximum number of Common Stocks to be sold under each Purchase Notice
shall be determined by the lesser of 200% of the average daily trading volume, as defined in the Purchase Agreement, or $1.0 million
divided by the highest closing price of Common Stock over the most recent five (5) business days including the date of the Purchase
Notice. The maximum amount of the Investor’s committed obligation to purchase under each Purchase Notice shall not exceed
$1.0 million, unless waived by the Investor. Notwithstanding the foregoing, the Investor may waive the limit on the purchase notice
as described above at any time to purchase additional shares under a Purchase Notice, subject to the conditions and limitations
set forth in the Purchase Agreement.
The closing of each Purchase Notice shall
occur on the second business day after the Investor delivers deposit to the Escrow Agent (as defined below) any remaining balance
of the applicable investment amount and instructions to disburse immediately available funds from the escrow account. In the event
that the Purchase Price is lower than $1.20, the Investor is not obligated to purchase all shares of Common Stock referenced in
applicable Purchase Notice and may, in its sole discretion, deliver an amount up to a certain purchase notice amount to the Company.
In the event that the investment amount of a Purchase Notice exceeds $1.0 million but is less than $1,300,000, the Investor shall
waive the investment limit for that applicable Purchase Notice. In the event that the investment of a Purchase Notice exceeds $1,300,000,
the Investor’s investment amount shall be $1,300,000 for that applicable Purchase Notice, unless waived by the Investor in
writing. The Investor shall return any balance of unsold shares referenced in applicable purchase notice to the Company on the
closing date of applicable Purchase Notice. Upon the Company’s objection to the release of funds from the escrow account,
the Investor shall inform the Escrow Agent that the instructions are withdrawn and that funds shall be returned to Investor until
new instructions are delivered. The Company may deliver multiple Purchase Notices to the Investor from time to time during the
Commitment Period, so long as the most recent purchase has been completed.
The Commitment Period starts on the date
of the Purchase Agreement and shall terminate on the earlier of (i) the date on which the Investor shall have purchased shares
equal to the Commitment Amount, (ii) December 31, 2021, (iii) the date on which the Investor shall have purchase 15,700,000 shares
or (iv) written notice of termination by the Company to the Investor upon a material breach of the Purchase Agreement by Investor.
On January 19, 2021, the Company entered
into an escrow agreement (the “Escrow Agreement”) with the Investor, Univest, and Wilmington Trust, N.A. (the
“Escrow Agent”) to establish an escrow account with the Escrow Agent in connection with the transaction contemplated
by the Purchase Agreement. The deposit funds to be made by the Investor shall not be released by the Escrow Agent unless the Escrow
Agent receives a joint written instruction issued by the Investor, Univest, and the Company. All funds deposited to the escrow
account by the Investor shall remain the property of Investor and shall not be subject to any lien or charge by Escrow Agent or
by judgment or creditors' claims against the Company until released or eligible to be released to Company in accordance to the
Escrow Agreement.
The offering of the shares, including Purchase
Notice Shares, Commitment Shares, and Initial Consideration Shares, is being made pursuant to the Company’s effective shelf
registration statement on Form S-3 (File No. 333-239757), which was originally filed with the Securities and Exchange Commission
(the “Commission”) on July 8, 2020, and was declared effective by the Commission on August 4, 2020.
The foregoing summary description of the Purchase
Agreement, Placement Agency Agreement, and Escrow Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the form of the Purchase Agreement, Placement Agency Agreement, and Escrow Agreement, which are filed
as Exhibit 10.1, 10.2, and 10.3 to this Current Report on Form 8-K, and is hereby incorporated herein by reference.