UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 2020
Commission File Number: 001-34661
Lianluo Smart Limited
(Translation of registrant’s name
in English)
Room 611, 6th Floor, BeiKong Technology
Building, No. 10 Baifuquan Road,
Changping District, Beijing, 102200
People’s Republic of China
(Address of principal executive offices)
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): ☐
Entry into a Material Definitive Agreement.
On February 21, 2020, Lianluo Smart Limited
(the “Company”) and certain institutional investors (the “Purchasers”) entered into a securities purchase
agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell to such investors an aggregate of
3,500,000 Class A Common Shares, par value $0.002731 per share (the “Class A Common Shares”), in a registered direct
offering, and warrants to purchase up to 3,500,000 shares of the Company’s Class A Common Shares in a concurrent private
placement, for total aggregate gross proceeds of $2.45 million (collectively, the “Financings”).
The Company agreed in the Purchase Agreement
that it would not issue any additional Class A Common Shares (or Class A Common Shares equivalents) for 60 calendar days following
the closing of the Financings, subject to certain exceptions, and the Purchasers, who are the same purchasers who entered into
certain securities purchase agreements with the Company dated February 12, 2020 (the “February 12th SPAs”),
waived any rights they might have been entitled to under the February 12th SPAs pursuant to this restriction on additional
issuances of Class A Common Shares with respect to the Financings. The Company also agreed in the Purchase Agreement that it would
file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (or such other
form as the Company is then eligible to use) as soon as practicable (and in any event within 45 calendar days of the date of the
Purchase Agreement) providing for the resale by the Purchasers of the Class A Common Shares issuable upon exercise of the warrants,
and that it would use commercially reasonable efforts to cause such registration statement to become effective within 181 days
following the closing of the Financings.
The warrants have a term of 5.5 years and
will be exercisable immediately following the date of issuance and have an exercise price of $0.70. The purchase price for each
Class A Common Share and the corresponding warrant is $0.70. A holder of the warrants also will have the right to exercise its
warrants on a cashless basis if, at any time after the six-month anniversary of the warrant issuance date, the registration statement
or prospectus contained therein is not available for the sale of the shares issuable upon exercise of the warrants. Each warrant
is subject to standard anti-dilution provisions to reflect stock dividends, splits or other similar transactions, and full ratchet
anti-dilution protection with respect to the issuance of Class A Common Shares (or Class A Common Shares equivalents) for consideration
per share less than the exercise price of the warrants, subject to certain exceptions.
The Company intends to use the net proceeds
from the Financings for working capital and general corporate purposes. The Financings are expected to close on or about February
25, 2020, subject to satisfaction of customary closing conditions.
The Company also entered into a placement
agency agreement dated February 21, 2020 (the “Agency 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 Financing. The Company agreed to pay the Placement Agent an aggregate fee equal to 7% of the gross proceeds
raised in the Financing. The Company also agreed to reimburse the Placement Agent for certain expenses, including for fees and
expenses related to legal expenses limited to $60,000.
The Placement Agent has required that certain
officers, directors and a major shareholder of the Company enter into lock-up agreements pursuant to which these officers and directors
have agreed that, without the prior consent of the Placement Agent, they will not, for a period of ninety (90) days following the
closing of the Financings, subject to certain exceptions, offer, sell or otherwise dispose of or transfer any securities of the
Company owned by them as of the date of the closing of the Financings or acquired during the lock-up period.
A copy of form of the Purchase Agreement,
the Agency Agreement, the form of lock-up agreement and form of warrants are attached hereto as Exhibits 10.1, 10.2, 10.3 and 4.1,
respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Purchase Agreement, the Agency
Agreement, the form of lock-up agreement and the warrants are subject to, and qualified in their entirety by, such documents.
On February 21, 2020, the Company issued
a press release announcing the Financings. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
The sale and offering of Class A Common
Shares pursuant to the Purchase Agreement was effected as a takedown off the Company’s shelf registration statement on Form
F-3 (File No. 333-227817), which became effective on November 8, 2018, pursuant to a prospectus supplement filed with the Commission
(the “Registration Statement”). The warrants and Class A Common Shares underlying the warrants were not offered pursuant
to the Registration Statement and were offered pursuant to an exemption from the registration requirements of Section 5 of the
Securities Act of 1933, as amended, contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.
On February 21, 2020, the Company also filed an amended and restated memorandum and articles of association with the Registry of Corporate Affairs of the British Virgin Islands,
under which shareholders of the Company may pass a resolution of shareholders consented to in writing or by telex, telegram, cable
or other written electronic communication. A copy of the amended and restated memorandum and articles of association is attached
hereto as Exhibit 99.2.
Exhibit Number
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Description
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4.1
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Form of Warrant
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5.1
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Opinion of Conyers Dill & Pearman
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10.1
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Form of Securities Purchase Agreement, dated February 21, 2020, between the Company and Purchasers
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10.2
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Placement Agency Agreement, dated February 21, 2020, between the Company and Maxim Group LLC
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10.3
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Form of Lock-Up Agreement
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23.1
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Consent of Conyers Dill & Pearman (included as part of Exhibit 5.1)
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99.1
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Press Release, dated February 21, 2020
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99.2
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Amended and restated memorandum and articles of association, dated February 21, 2020
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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.
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LIANLUO SMART LIMITED
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February 24, 2020
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By:
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/s/ Ping Chen
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Ping Chen
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Chief Executive Officer
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(Principal Executive Officer) and
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Duly Authorized Officer
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5
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