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 February 2021

 

Commission File Number: 001-38051

 

SOS Limited

(Translation of registrant’s name into English)

 

Room 8888, Jiudingfeng Building, 888 Changbaishan Road,

Qingdao Area, China (Shandong) Pilot Free Trade Zone

People’s Republic of China

+86 0311-80910921

(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 ☒    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): ☐

 

 

 

 

 

Registered Direct Offering

 

On February 11, 2021, SOS Limited (the “Company”) entered into certain securities purchase agreement (the “Purchase Agreement”) with certain non-affiliated institutional investors (the “Purchasers”) pursuant to which the Company agreed to sell 22,000,000 of its American Depositary Shares (“ADSs”) and warrants (“Warrants”) to purchase 16,500,000 ADSs (the “Offering”), for gross proceeds of approximately $110 million. The Warrants will be exercisable immediately following the date of issuance for a period of five years at an initial exercise price of $5.00. The purchase price for each ADS and the corresponding Warrant is $5.00. Each Warrant is subject to anti-dilution provisions to reflect stock dividends and splits, subsequent rights offerings or other similar transactions, but not as a result of future securities offerings at lower prices. The Warrants contain a mandatory exercise right for the Company to force exercise of the Warrants if the Company’s ADSs trade at or above $15.00 for ten (10) consecutive trading days and when certain other conditions are met. Upon the occurrence of a Fundamental Transaction (as defined in the Warrants), the Warrants are subject to mandatory redemption for cash consideration equal to the Black Scholes Value (as defined in the Warrants) of such portion of such Warrant to be redeemed.

 

The Company agreed in the Purchase Agreement that it would not issue any ADSs, ordinary shares, or ordinary share equivalents for ninety (90) calendar days following the closing of the Offering subject to certain exceptions.

 

The Company currently intends to use the net proceeds from the Offering to develop its planned blockchain-based security and insurance technology business as well as for working capital and general corporate use. The Offering closed on February 17, 2021.

 

The Company entered into a letter agreement dated November 12, 2020, as amended (the “Letter Agreement”), with Maxim Group LLC, as exclusive placement agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the sole lead/exclusive placement agent in connection with the Offering. The Company agreed to pay the Placement Agent an aggregate fee equal to 7% of the gross proceeds raised in the Offering. The Company also agreed to reimburse the Placement Agent for certain expenses, including for fees and expenses related to legal expenses limited to $40,000.

 

Copies of the form of the Purchase Agreement, form of Warrant, and the Letter Agreement are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Purchase Agreement, Warrants and the Letter Agreement are subject to, and qualified in their entirety by, such documents.

 

On February 12, 2021, the Company issued a press release announcing the Offering. A copy of the press release is attached hereto as Exhibit 99.4 and is incorporated herein by reference. A copy of the legal opinion issued by the Company’s Cayman Islands counsel Maples and Calder (Hong Kong) LLP is attached hereto as Exhibit 5.1.

 

Exhibits

 

Exhibit No.   Description
5.1   Legal Opinion of Maples and Calder (Hong Kong) LLP.
99.1   Form of the Purchase Agreement
99.2   Form of Warrant
99.3   Letter Agreement (incorporated herein by reference to Exhibit 99.4 of the Current Report on Form 6-K filed on December 28, 2020)
99.4   Press Release

 

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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.

 

Dated: February 17, 2021

  

  SOS Limited
     
  By: /s/ Yandai Wang
  Name:  Yandai Wang
  Title: Chief Executive Officer

 

 

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