Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on June 27, 2022, Takung Art Co., Ltd., a Delaware
corporation (the "Company") entered into certain securities purchase agreement
(the "SPA") with certain "non-U.S. Persons" (the "Purchasers") as defined in
Regulation S of the Securities Act of 1933, as amended (the "Securities Act"),
as amended on July 27, 2022, pursuant to which the Company agreed to sell
10,380,623 units (the "Unit"), each Unit consisting of one share of the common
stock of the Company, par value $0.001 per share (the "Common Stock") and a
warrant to purchase two shares of Common Stock (the "Warrant"). The purchase
price of each Unit was $2.89. The gross proceeds to the Company from this
offering will be approximately $30 million.
Upon further discussion among the parties, on August 24, 2022, the termination
date of the Warrant has been amended from five (5) years to one and a half (1.5)
years, and the exercise price for each Warrant has been amended from $3.6125 to
$2.375.
The issuance and sale of the Units is exempted from the registration requirement
of the Securities Act pursuant to Regulation S promulgated thereunder.
The Warrants are exercisable at any time after the six-month anniversary of the
issuance date at an initial exercise price of $2.375 for cash (the "Warrant
Shares"). The Warrants may also be exercised cashlessly if at any time after the
nine-month anniversary of the issuance date, there is no effective registration
statement registering, or no current prospectus available for, the resale of the
Warrant Shares. The Warrants shall expire one and a half years from its date of
issuance. The Warrants are subject to customary anti-dilution provisions
reflecting stock dividends and splits or other similar transactions.
The parties to the Amended SPA have each made customary representations,
warranties and covenants, including, among other things, (a) the Investors are
"non-U.S. Persons" as defined in Regulation S and are acquiring the Units for
the purpose of investment, (b) the absence of any undisclosed material adverse
effects, and (c) the absence of legal proceedings that affect the completion of
the transaction contemplated by the Amended SPA.
The Amended SPA is subject to various conditions to closing including NYSE
American's completion of its review of the notification to NYSE American
regarding the listing of the Units.
The net proceeds of this offering shall be used by the Company in connection
with the Company's general corporate purposes, working capital, or other related
business as approved by the board of directors (the "Board") of the Company.
The forms of the Amended SPA and Warrant are filed as Exhibits 10.1 and 10.2 to
this Current Report on Form 8-K, respectively, and such documents are
incorporated herein by reference. The foregoing is only a brief description of
the material terms of the Amended SPA and the Warrant does not purport to be a
complete description of the rights and obligations of the parties thereunder and
are qualified in their entirety by reference to such exhibits.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 24, 2022, Mr. Tak Ching (Anthony) Poon tendered his resignation as
Chairman of the Audit Committee of the Board ("Audit Committee"), member of the
Compensation Committee of the Board ("Compensation Committee") and member of the
Nominating & Corporate Governance Committee of the Board ("Nominating
Committee"), effective immediately. Mr. Poon's decision to resign was not the
result of any disagreements with the Company on any matter related to the
operations, policies, or practices of the Company.
On August 29, 2022, the Board appointed Mr. Guisuo Lu, a current independent
director of the Board, as Chairman of the Audit Committee, member of the
Compensation Committee and member of the Nominating Committee, effective
immediately, to fill in the vacancy resulting from the resignation of Mr. Poon.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Form of Amended and Restated Securities Purchase Agreement
(incorporated by reference to Exhibit 10.1 of the Company's 8-K filed
with the SEC on July 29, 2022)
10.2 Form of Amended Warrant
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
1© Edgar Online, source Glimpses
NFT LIMITED 
