Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
February 22 2021 - 3:17PM
Edgar (US Regulatory)
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
MMTEC,
INC.
(Translation
of registrant’s name into English)
AF,
16/F, Block B, Jiacheng Plaza, 18 Xiaguangli, Chaoyang District, Beijing, 100027
People’s
Republic of China.
Tel:
+86 10 5617 2312
(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): ☐
Indicate
by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
☐ No ☒
If
“Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________.
On February 22, 2021 MMTec,
Inc., (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain
institutional investors (the “Investors”) in connection with a registered direct offering of 4,300,000 of the Company’s
common shares (the “Shares”), at a purchase price of $3.70 per share. The Company sold the common shares for aggregate
gross proceeds of approximately $15.9 million (the “Offering”). The closing of the sales of these securities under
the Purchase Agreement will take place on or about February 24, 2021.
The net proceeds from
the transactions will be approximately $14.59 million, after deducting certain fees due to the placement agent and the Company’s
estimated transaction expenses, and will be used for working capital and general corporate purposes.
Pursuant to the terms
of the Purchase Agreement and subject to certain exceptions, the Company agreed not to issue, enter into any agreement to issue
or announce the issuance or proposed issuance of any common shares or common share equivalents or file any registration statement
or any amendment or supplement, other than the prospectus supplement relating to this Offering until 90 days after the closing
date, subject to certain exempted issuances. The representations, warranties and covenants contained in the Purchase Agreement
were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants
(i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and
(ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other
investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information
regarding the terms of the transaction, and not to provide investors with any other factual information regarding the Company.
Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations
of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning
the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent
information may or may not be fully reflected in public disclosures.
On February 21, 2021, the
Company entered into an Engagement Agreement (the “Engagement Agreement”) with A.G.P./Alliance Global Partners, Inc.,
as exclusive placement agent (the “Placement Agent”), pursuant to which the Placement Agent has agreed to act as placement
agent on a bestefforts basis in connection with the above offering and placement. The Company has agreed to pay the Placement Agent
an aggregate fee equal to 7% of the gross proceeds from the sale of the Shares in this offering. The Company also agreed to reimburse
the Placement Agent up 1% of the gross proceeds raised in the Offering for the non-accountable expenses.
A copy of the form Purchase
Agreement and the Engagement Agreement are attached hereto as Exhibits 10.2, and 10.1, respectively, and are incorporated herein
by reference. The foregoing summaries of the terms of such instruments are subject to, and qualified in their entirety by, such
documents.
On February 22, 2021, the Company issued a press release announcing
the offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This offering is being
made pursuant to an effective “shelf” registration statement on Form F-3 (File No. 333-239731), as amended, which became
effective on July 21, 2020, and a related prospectus supplement dated February 21, 2021 in connection with the Offering.
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, hereunto duly authorized.
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MMTEC, INC.
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By:
|
/s/
Min Kong
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Min Kong, Chief Financial Officer
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Date:
February 22, 2021
2
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