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 August 2020
Commission File Number: 001-35755
URBAN TEA, INC.
(Translation of registrant’s name
into English)
Huakun Times Plaza, Room 1118, Floor 11
No. 200, Erduan, East Xiang Fu Road
Yuhua District, Changsha, China
People’s Republic of China
(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): ☐
Note: Regulation S-T Rule 101(b)(1)
only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): ☐
Note: Regulation S-T Rule 101(b)(7)
only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign
private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled
or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which
the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been
the subject of a Form 6-K submission or other Commission filing on EDGAR.
Entry into Material Definitive Agreements
in Connection with a Registered Direct Offering.
On July 30, 2020, Urban Tea, Inc. (the
“Company”) and certain institutional investors (the “Purchasers”) entered into certain securities
purchase agreement (the “July Purchase Agreement”), pursuant to which the Company agreed to sell to such Purchasers
an aggregate of 15,000,000 ordinary shares, (the “July Shares”) no par value (the “Ordinary Shares”),
at a price of $0.40 per share in a registered direct offering, for gross proceeds of approximately $6 million (the “July
Offering”).
On August 14, 2020, the Company and the
Purchasers entered into certain securities purchase agreement (the “August Purchase Agreement,” together with
the July Purchase Agreement, the “Purchase Agreements”), pursuant to which the Company agreed to sell to such
Purchasers an aggregate of 18,750,000 Ordinary Shares, (the “August Shares,” together with the July Shares,
the “Shares”), at a price of $0.32 per share in a registered direct offering, for gross proceeds of approximately
$6 million (the “August Offering,” together with the July Offering, the “Offerings”).
The Company agreed in the Purchase Agreements
that it would not issue any Ordinary Shares (or Ordinary Shares equivalents) for 60 calendar days following the closing of the
Offerings subject to certain exceptions including, without limitation, issuances of restricted securities to consultants or employees
of the Company, share option grants and issuances pursuant to existing outstanding securities and issuance in connection with strategic
acquisition.
The Company currently intends to use the
net proceeds from the Offerings for working capital and other general corporate purposes. The July Offering closed on August 3,
2020, and the August Offering closed on August 18, 2020.
The Company also entered into certain placement
agency agreements dated July 30, 2020 and August 14, 2020 (the “Placement Agency Agreements”) with Maxim Group
LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the sole placement agent
in connection with the Offering. The Company agreed to pay the Placement Agent an aggregate fee equal to 7.0% of the gross proceeds
raised in each of the Offerings. The Company also agreed to reimburse the Placement Agent $5,000 for non-accountable expenses and
up to $25,000 for the reasonable and accounted fees and expenses of legal counsel for each of the Offerings.
The Placement Agent has required that the
officers and directors and 10% holders of the Company enter into lock-up agreements (each a “Lock-Up Agreement”)
pursuant to which these persons have agreed that, without the prior consent of the Placement Agent, they will not, for a period
of 60 days following the closing of the Offerings, 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 Offering or acquired during the lock-up period.
A copy of the form of Placement Agency
Agreements, form of the Purchase Agreements and form of Lock-Up Agreements are attached hereto as Exhibits 99.1, 99.2, 99.3, respectively,
and are incorporated herein by reference. The foregoing summaries of the terms of the Placement Agency Agreements, Purchase Agreements
and the form of Lock-Up Agreement are subject to, and qualified in their entirety by, such documents.
On July 30, 2020, the Company issued a
press release announcing pricing of the July Offering (the “July Press Release”) and on August 14, 2020, the
Company issued a press release announcing pricing of the August Offering (the “August Press Release”). Copies
of the July Press Release and August Press Release are attached hereto as Exhibit 99.4 and 99.5, respectively, and are incorporated
herein by reference. A copy of the legal opinion issued by the Company’s British Virgin Islands counsel Harney Westwood &
Riegels LP (“Harney”) in the July Offering is attached hereto as Exhibit 5.1. A copy of the legal opinion issued
by Harney in the August Offering is attached hereto as Exhibit 5.2.
The sales and offerings of the Shares pursuant
to the Purchase Agreements were effected as takedowns off the Company’s shelf registration statement on Form F-3, as amended
(File No. 333-227211), which became effective on September 19, 2018, pursuant to prospectus supplements filed with the Commission.
Financial Statements and Exhibits.
Exhibits.
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: August 18, 2020
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URBAN TEA, INC.
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By:
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/s/ Long Yi
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Name:
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Long Yi
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Title:
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Chief Executive Officer and Chairman
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