FangDD Announces US$8.0 Million Registered Direct Offering
July 17 2023 - 8:00AM
Fangdd Network Group Ltd. (Nasdaq: DUO) (“FangDD” or the
“Company”), a customer-oriented PropTech company in China, today
announced that it has entered into a securities purchase agreement
(the “Purchase Agreement”) with certain investors for the issuance
and sale by the Company in a registered direct offering of
11,428,565 American Depositary Shares, or ADSs, at a purchase price
of US$0.70 per ADS, and regular warrants to purchase up to an
aggregate of 11,428,565 ADSs.
Maxim Group, LLC is acting as the sole placement
agent in connection with this offering.
The regular warrants to be issued have an
exercise price of US$0.77 per ADS, which is subject to downwards
adjustment pursuant to the terms thereof, and will be immediately
exercisable until five years following issuance. The Company has
also agreed to issue to investors reset warrants that permit
cashless exercise on the 45th trading day following the date of the
Purchase Agreement (such 45 trading day period, the “Measurement
Period”) into a number of ADSs equal to the difference between (i)
the quotient obtained by dividing (a) such investor’s subscription
amount by (b) the greater of (A) the average of the five lowest
volume-weighted average prices of the ADSs during the Measurement
Period and (B) US$0.20, and (ii) the number of ADSs issued to such
investor at the closing and if applicable, on the 15th and 30th
trading days during the Measurement Period.
The closing of the offering is expected to occur
on or about July 19, 2023, subject to satisfaction of closing
conditions. The gross proceeds from the offering are expected to be
approximately US$8.0 million. FangDD intends to use the net
proceeds for general corporate purposes. Additional information
regarding this offering and the Purchase Agreement will be included
in a current report on Form 6-K to be furnished by the Company to
the U.S. Securities and Exchange Commission (the “SEC”).
The securities described above will be offered
by the Company pursuant to an effective “shelf” registration
statement on Form F-3 (File No. 333-267397) previously filed with
the SEC on September 13, 2022 and declared effective by the SEC on
September 29, 2022. The securities may be offered only by means of
a written prospectus and prospectus supplement that form a part of
the registration statement. The prospectus supplement and
accompanying prospectus contain important information relating to
this offering. The prospectus supplement will be filed with the SEC
and will be made available on the SEC’s website at
http://www.sec.gov, or may be obtained, when available, by
contacting the Company at Room 4106, Building 12B1, Shenzhen Bay
Ecological Technology Park, Nanshan District, Shenzhen, the PRC, or
by email at ir@fangdd.com.
This press release shall not constitute an offer
to sell nor the solicitation of an offer to buy, nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state or jurisdiction.
About FangDD
Fangdd Network Group Ltd. (Nasdaq: DUO) is
customer-oriented property technology company in China, focusing on
providing real estate transaction digitalization services. Through
innovative use of mobile internet, cloud, big data, artificial
intelligence, among others, FangDD has fundamentally revolutionized
the way real estate transaction participants conduct their business
through a suite of modular products and solutions powered by SaaS
tools, products and technology. For more information, please visit
http://ir.fangdd.com.
Forward-Looking Statements
This announcement contains forward-looking
statements. These statements are made under the “safe harbor”
provisions of the U.S. Private Securities Litigation Reform Act of
1995. These forward-looking statements can be identified by
terminology such as “aim,” “anticipate,” “believe,” “estimate,”
“expect,” “hope,” “going forward,” “intend,” “ought to,” “plan,”
“project,” “potential,” “seek,” “may,” “might,” “can,” “could,”
“will,” “would,” “shall,” “should,” “is likely to” and the negative
form of these words and other similar expressions. Among other
things, statements that are not historical facts, including
statements about the Company’s beliefs and expectations are or
contain forward-looking statements. Forward-looking statements
involve inherent risks and uncertainties. A number of factors could
cause actual results to differ materially from those contained in
any forward-looking statement. All information provided in this
press release is as of the date of this press release and is based
on assumptions that the Company believes to be reasonable as of
this date, and the Company does not undertake any obligation to
update any forward-looking statement, except as required under
applicable law.
Investor Relations Contact
Ms. Linda LiDirector, Capital Markets DepartmentPhone:
+86-0755-2699-8968E-mail: ir@fangdd.com
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