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 January 2025
Commission File Number: 001- 39925
TIAN RUIXIANG
Holdings Ltd.
Room 918, Jingding Building,
Xicheng
District, District, Beijing,
Xicheng
District, District, Beijing, 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 x
Form 40-F ¨
Entry Into Material Definitive Agreements
On January 6, 2025, TIAN RUIXIANG Holdings Ltd., an exempted company
with limited liability formed in the Cayman Islands (the “Company”), entered into five agreements (the “Agreements”)
with five creditors (each, a “Creditor”, and collectively, the “Creditors”) to convert debts owed by the Company
to the Creditors into the Company’s Class A ordinary shares, par value 0.025 per share (the “Ordinary Share”),
at a conversion price of $1.63 per share, which is the average closing price of the Ordinary Shares on Nasdaq for the 15 trading days
leading up to and including December 31, 2024. Pursuant to the Agreements, the Company agreed to issue an aggregate of 1,355,568
Ordinary Shares (the “Shares”) to the Creditors to fully settle debts in the amount of $2,209,575 (the “Debts”)
no later than January 26, 2025, and the Creditors agreed that, upon the issuance of the Shares, the Company’s obligations with
respect to the Debts will be fully and completely satisfied. The Shares will be issued under Regulation S promulgated by the U.S. Securities
and Exchange Commission under the Securities Act of 1933, as amended. The Company’s board of directors has duly approved the entry
into the Agreements and the transactions outlined therein.
The foregoing description of the Agreements are
qualified in their entirety by reference to the full text of the Agreements, which are furnished hereto as Exhibits 10.1-10.5.
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.
| |
TIAN RUIXIANG Holdings Ltd. |
| |
|
|
| Date: January 8, 2025 |
By: |
/s/ Sheng Xu |
| |
Name: |
Sheng Xu |
| |
Title: |
Chief Executive Officer |
EXHIBIT INDEX
Exhibit 10.1
DEBT CONVERSION AGREEMENT
This
Debt Conversion Agreement (the “Agreement”) is entered into and effective as of January 6, 2025, by and between
Fenge Feng, an individual with an address at Room 714, 207th floor, Jixiangli, Chaoyang District, Beijing, the People's Republic
of China (the “Creditor”), and TIAN RUIXIANG Holdings Ltd., an exempted company with limited liability formed in the
Cayman Islands (the “Company”). Fenge Feng is the mother of Sheng Xu, who is the CEO of the Company.
WHEREAS, the Company owes
$186,571.28 (the “Debt”) to the Creditor, in connection with the operating expenses paid by the Creditor on behalf
of the Company during the fiscal years ended October 31, 2022, 2023, and 2024.
WHEREAS, the Company and
the Creditor desire to convert the Debt into the Class A ordinary shares of the Company, par value $0.025 per share (the “Ordinary
Shares”), to fully settle the Debt; and
NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Creditor and the Company agree as follows:
1. Conversion
Debt to Ordinary Shares. The Company and the Creditor agree to convert the Debt into 114,461 Ordinary Shares (the “Shares”)
at a conversion price of $1.63 per share, which is the average closing price of the Ordinary Shares on Nasdaq for the 15 trading days
leading up to and including December 31, 2024. Upon execution of this Agreement and no later than January 26, 2025, the Company
shall instruct its transfer agent to issue the Shares to the Creditor. Upon the issuance of the Shares to the Creditor, the Creditor shall
acknowledge that the Company has fully and completely satisfied all of its obligations with respect to the Debt.
2. Representations
and Warranties of the Company. The Company represents and warrants to Creditor that the Shares have been duly authorized for issuance
by the Company’s board of directors. The Shares, when issued pursuant to this Agreement, will be duly and validly authorized and
issued, fully paid and non-assessable.
3. Representations
and Warranties of the Creditor.
(i) Entirely
For Own Account. This Agreement is made with such Creditor in reliance upon such Creditor’s representation to the Company, which,
by such Creditor’s execution of this Agreement, such Creditor hereby confirms, that the Shares issuable upon conversion thereof
are being and will be acquired for investment for such Creditor’s own account, not as nominee or agent, and not with a view to the
resale or distribution of any part thereof, and that neither such Creditor nor any of its officers, members, or managers has any present
intention of selling, granting any participation in or otherwise distributing the same. Such Creditor are familiar with the phrase “acquired
for investment and not with a view to distribution” as it relates to the Securities Act of 1933, as amended (the “Securities
Act”) and state securities laws and the special meaning given to such term by the Securities and Exchange Commission (the “SEC”).
By executing this Agreement, such Creditor further represents that such Creditor does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the
Shares.
(ii) Restricted
Securities. Such Creditor understands that the Shares are not, at the time of issuance, registered under the Securities Act on the
ground that the issuance of the Shares hereunder is exempt from registration under the Securities Act, and that the Company’s reliance
on such exemption is predicated on such Creditor’s representations and warranties set forth herein.
(iii) Receipt
of Information. Such Creditor have received all the information they consider necessary or appropriate for deciding whether to purchase
the Shares. Such Creditor further represents that such Creditor have had an opportunity to ask questions and receive answers from the
Company regarding the terms and conditions of the offering of the Shares and the business, properties, prospects and financial condition
of the Company and to obtain additional information necessary to verify the accuracy of any information furnished to such Creditor.
(iv) Investment
Experience. Such Creditor represents that it is experienced in evaluating and investment in private placement transactions of securities
of companies in a similar stage of development as the Company and acknowledges that such Creditor can bear the economic risk of such Creditor’s
investment and that such Creditor have such knowledge and experience in financial and business matters that they are capable of evaluating
the merits and risks of the investment in the Shares.
(v) Regulation
S Exemption. The Creditor acknowledges and agrees that none of the Shares have been registered under the Securities Act,
or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction
not involving any public offering within the meaning of the Securities Act of 1933, as amended (the “Securities Act”),
and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined below), except pursuant to an
effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act, and in each case only in accordance with applicable state and provincial securities laws. The Creditor
understands that the Shares are being issued to him, her or it in reliance on an exemption from the registration requirements of United
States federal and state securities laws under Regulation S promulgated under the Securities Act and that Company is relying upon the
truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Creditor set forth herein
in order to determine the applicability of such exemptions and the suitability of the Creditor to acquire the Shares. In this
regard, the Creditor represents, warrants and agrees that:
(1) The
Creditor is not a U.S. Person and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of Company and
is not acquiring the Shares for the account or benefit of a U.S. Person. A “U.S. Person” means any one of the following:
| (A) | any natural person resident in the United States of America; |
| (B) | any partnership, limited liability Company, Company or other entity organized or incorporated under the
laws of the United States of America; |
| (C) | any estate of which any executor or administrator is a U.S. Person; |
| (D) | any trust of which any trustee is a U.S. Person; |
| (E) | any agency or branch of a foreign entity located in the United States of America; |
| (F) | any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other
fiduciary for the benefit or account of a U.S. person; |
| (G) | any discretionary account or similar account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an individual) resident in the United States of America; and |
| (H) | any partnership, Company or other entity if: |
| (1) | organized or incorporated under the laws of any foreign jurisdiction; and |
| (2) | formed by a U.S. person principally for the purpose of investing in securities not registered under the
Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under
the Securities Act) who are not natural persons, estates or trusts. |
(2) At
the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the Creditor
was outside of the United States.
(3) The
Creditor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Creditor has in mind
merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not
rise. The Creditor does not have any such intention.
(4)
The Creditor will not, during the period commencing on the date of issuance of the Shares and ending on the first anniversary of such
date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”),
offer, sell, pledge or otherwise transfer the Shares in the United States, or to a U.S. Person for the account or for the benefit of a
U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.
(5) The
Creditor will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Shares only pursuant to registration
under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws.
(6) The
Creditor was not in the United States engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling
of or any hedging transaction with respect to the Shares, including without limitation, any put, call or other option transaction, option
writing or equity swap.
(7) Neither
the Creditor nor or any person acting on his behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with
respect to the Shares and the Creditor and any person acting on his or her behalf have complied and will comply with the “offering
restrictions” requirements of Regulation S under the Securities Act.
(8) The
transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person,
and are not part of a plan or scheme to evade the registration requirements of the Securities Act.
(9) Neither
the Creditor nor any person acting on its behalf has undertaken or carried out any activity for the purpose of, or that could reasonably
be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Shares. The
Creditor agrees not to cause any advertisement of the Shares to be published in any newspaper or periodical or posted in any public place
and not to issue any circular relating to the Shares, except such advertisements that include the statements required by Regulation S
under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities
laws.
(10) No
Advertisements or Direct Selling Effort. The Creditor is not receiving the Shares as a result of or subsequent to any advertisement,
article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or
via the Internet, or presented at any seminar or meeting. The Creditor has not acquired the Shares as a result of, and will not itself
engage in, any "directed selling efforts" (as defined in Regulation S) in the United States in respect of any of the Shares
which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning
the market in the United States for the resale of any of the Shares; provided, however, that the Creditor may sell or otherwise dispose
of any of the Shares pursuant to registration of any of the Shares pursuant to the Securities Act and any applicable state securities
laws or under an exemption from such registration requirements and as otherwise provided herein.
(11) Restricted
Securities. Such Creditor understands that neither the Shares nor any portion thereof may be sold, transferred or otherwise disposed of
without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement
covering the Shares (or such portion thereof) or an available exemption from registration under the Securities Act, the Shares and each
portion thereof must be held indefinitely. Such Creditor realizes that the Shares and each portion thereof are unlikely to qualify for
sale or other disposition under Rule 144 issued by the SEC. Furthermore, such Creditor is aware that neither the Shares nor any portion
thereof may be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are
met.
4. Miscellaneous.
(a) This
Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between
the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement shall be effective unless
made in writing and signed by both parties.
(b) Each
party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own
independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based
on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in
executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and
its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.
(c) Each
party to this Agreement hereby represents and warrants to the other party that (i) the execution, performance and delivery of this
Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf of
such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance
and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party is of legal age and
capacity to enter into agreements which are fully binding and enforceable against such party.
(d) This
Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission, all of which taken together shall
constitute a single instrument.
(e) This
Agreement shall be governed by the laws of the State of New York, without reference to the choice of laws rules of such state.
[Signatures on following page]
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first aforesaid.
| |
TIAN RUIXIANG Holdings Ltd. (the Company) |
| |
|
|
| |
|
|
| |
By: |
/s/ Sheng Xu |
| |
Sheng Xu, CEO |
| |
|
|
| |
|
|
| |
Fenge Feng (Creditor) |
| |
|
|
| |
|
|
| |
By: |
/s/ Fenge Feng |
| |
Fenge Feng |
Exhibit 10.2
DEBT CONVERSION AGREEMENT
This
Debt Conversion Agreement (the “Agreement”) is entered into and effective as of January 6, 2025, by and between
Zhe Wang, an individual with an address at No. 201, Door 7, 3rd Floor, Courtyard 67, Majiabao Road, Fengtai District, Beijing,
People's Republic of China (the “Creditor”), and TIAN RUIXIANG Holdings Ltd., an exempted company with limited liability
formed in the Cayman Islands (the “Company”). Zhe Wang is the former CEO of the Company and the husband of Sheng Xu,
the Company’s current CEO.
WHEREAS, the Company owes
the Creditor $444,818.85 (the “Debt”), including the following: (1) unpaid salary in the amount of $327,298.85
in connection with the Creditor’s employment with the Company during the fiscal years ended October 31, 2022, 2023, and 2024;
and (ii) $117,520 in connection with the operating expenses paid by the Creditor on behalf of the Company during the same period.
WHEREAS, the Company and
the Creditor desire to convert the Debt into the Class A ordinary shares of the Company, par value $0.025 per share (the “Ordinary
Shares”) to fully settle the Debt; and
NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Creditor and the Company agree as follows:
1. Conversion
Debt to Ordinary Shares. The Company and the Creditor agree to convert the Debt into 272,895 Ordinary Shares at a conversion price
of $1.63 per share (the “Shares”), which is the average closing price of the Ordinary Shares on Nasdaq for the 15 trading
days leading up to and including December 31, 2024. Upon execution of this Agreement and no later than January 26, 2025, the
Company shall instruct its transfer agent to issue the Shares to a third party, Baohai Xu, as instructed by the Creditor. Baohai Xu is
an individual with an address at Room 714, 207th floor, Jixiangli, Chaoyang District, Beijing, the People's Republic of China. Upon the
issuance of the Shares to Baohai Xu, the Creditor shall acknowledge that the Company has fully and completely satisfied all of its obligations
with respect to the Debt.
2. Representations
and Warranties of the Company. The Company represents and warrants to Creditor that the Shares have been duly authorized for issuance
by the Company’s board of directors. The Shares, when issued pursuant to this Agreement, will be duly and validly authorized and
issued, fully paid and non-assessable.
3. Representations
and Warranties of the Creditor.
(i) Entirely
For Own Account. This Agreement is made with such Creditor in reliance upon such Creditor’s representation to the Company, which,
by such Creditor’s execution of this Agreement, such Creditor hereby confirms, that the Shares issuable upon conversion thereof
are being and will be acquired for investment for such Creditor’s own account, not as nominee or agent, and not with a view to the
resale or distribution of any part thereof, and that neither such Creditor nor any of its officers, members, or managers has any present
intention of selling, granting any participation in or otherwise distributing the same. Such Creditor are familiar with the phrase “acquired
for investment and not with a view to distribution” as it relates to the Securities Act of 1933, as amended (the “Securities
Act”) and state securities laws and the special meaning given to such term by the Securities and Exchange Commission (the “SEC”).
By executing this Agreement, such Creditor further represents that such Creditor does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the
Shares.
(ii) Restricted
Securities. Such Creditor understands that the Shares are not, at the time of issuance, registered under the Securities Act on the
ground that the issuance of the Shares hereunder is exempt from registration under the Securities Act, and that the Company’s reliance
on such exemption is predicated on such Creditor’s representations and warranties set forth herein.
(iii) Receipt
of Information. Such Creditor have received all the information they consider necessary or appropriate for deciding whether to purchase
the Shares. Such Creditor further represents that such Creditor have had an opportunity to ask questions and receive answers from the
Company regarding the terms and conditions of the offering of the Shares and the business, properties, prospects and financial condition
of the Company and to obtain additional information necessary to verify the accuracy of any information furnished to such Creditor.
(iv) Investment
Experience. Such Creditor represents that it is experienced in evaluating and investment in private placement transactions of securities
of companies in a similar stage of development as the Company and acknowledges that such Creditor can bear the economic risk of such Creditor’s
investment and that such Creditor have such knowledge and experience in financial and business matters that they are capable of evaluating
the merits and risks of the investment in the Shares.
(v) Regulation
S Exemption. The Creditor acknowledges and agrees that none of the Shares have been registered under the Securities Act,
or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction
not involving any public offering within the meaning of the Securities Act of 1933, as amended (the “Securities Act”),
and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined below), except pursuant to an
effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act, and in each case only in accordance with applicable state and provincial securities laws. The Creditor
understands that the Shares are being issued to him, her or it in reliance on an exemption from the registration requirements of United
States federal and state securities laws under Regulation S promulgated under the Securities Act and that Company is relying upon the
truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Creditor set forth herein
in order to determine the applicability of such exemptions and the suitability of the Creditor to acquire the Shares. In this
regard, the Creditor represents, warrants and agrees that:
(1) The
Creditor is not a U.S. Person and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of Company and
is not acquiring the Shares for the account or benefit of a U.S. Person. A “U.S. Person” means any one of the following:
| (A) | any natural person resident in the United States of America; |
| (B) | any partnership, limited liability Company, Company or other entity organized or incorporated under the
laws of the United States of America; |
| (C) | any estate of which any executor or administrator is a U.S. Person; |
| (D) | any trust of which any trustee is a U.S. Person; |
| (E) | any agency or branch of a foreign entity located in the United States of America; |
| (F) | any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other
fiduciary for the benefit or account of a U.S. person; |
| (G) | any discretionary account or similar account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an individual) resident in the United States of America; and |
| (H) | any partnership, Company or other entity if: |
| (1) | organized or incorporated under the laws of any foreign jurisdiction; and |
| (2) | formed by a U.S. person principally for the purpose of investing in securities not registered under the
Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under
the Securities Act) who are not natural persons, estates or trusts. |
(2) At
the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the Creditor
was outside of the United States.
(3) The
Creditor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Creditor has in mind
merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not
rise. The Creditor does not have any such intention.
(4) The Creditor will not, during the period commencing on the date of issuance of the Shares and ending on the first anniversary of such
date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”),
offer, sell, pledge or otherwise transfer the Shares in the United States, or to a U.S. Person for the account or for the benefit of a
U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.
(5) The
Creditor will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Shares only pursuant to registration
under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws.
(6) The
Creditor was not in the United States engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling
of or any hedging transaction with respect to the Shares, including without limitation, any put, call or other option transaction, option
writing or equity swap.
(7) Neither
the Creditor nor or any person acting on his behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with
respect to the Shares and the Creditor and any person acting on his or her behalf have complied and will comply with the “offering
restrictions” requirements of Regulation S under the Securities Act.
(8) The
transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person,
and are not part of a plan or scheme to evade the registration requirements of the Securities Act.
(9) Neither
the Creditor nor any person acting on its behalf has undertaken or carried out any activity for the purpose of, or that could reasonably
be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Shares. The
Creditor agrees not to cause any advertisement of the Shares to be published in any newspaper or periodical or posted in any public place
and not to issue any circular relating to the Shares, except such advertisements that include the statements required by Regulation S
under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities
laws.
(10) No
Advertisements or Direct Selling Effort. The Creditor is not receiving the Shares as a result of or subsequent to any advertisement,
article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or
via the Internet, or presented at any seminar or meeting. The Creditor has not acquired the Shares as a result of, and will not itself
engage in, any "directed selling efforts" (as defined in Regulation S) in the United States in respect of any of the Shares
which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning
the market in the United States for the resale of any of the Shares; provided, however, that the Creditor may sell or otherwise dispose
of any of the Shares pursuant to registration of any of the Shares pursuant to the Securities Act and any applicable state securities
laws or under an exemption from such registration requirements and as otherwise provided herein.
(11) Restricted
Securities. Such Creditor understands that neither the Shares nor any portion thereof may be sold, transferred or otherwise disposed of
without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement
covering the Shares (or such portion thereof) or an available exemption from registration under the Securities Act, the Shares and each
portion thereof must be held indefinitely. Such Creditor realizes that the Shares and each portion thereof are unlikely to qualify for
sale or other disposition under Rule 144 issued by the SEC. Furthermore, such Creditor is aware that neither the Shares nor any portion
thereof may be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are
met.
4.
Miscellaneous.
(a) This
Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between
the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement shall be effective unless
made in writing and signed by both parties.
(b) Each
party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own
independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based
on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in
executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and
its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.
(c) Each
party to this Agreement hereby represents and warrants to the other party that (i) the execution, performance and delivery of this
Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf of
such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance
and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party is of legal age and
capacity to enter into agreements which are fully binding and enforceable against such party.
(d) This
Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission, all of which taken together shall
constitute a single instrument.
(e) This
Agreement shall be governed by the laws of the State of New York, without reference to the choice of laws rules of such state.
[Signatures on following page]
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first aforesaid.
| |
TIAN RUIXIANG Holdings Ltd. (the Company) |
| |
|
| |
|
| |
By: |
/s/ Sheng Xu |
| |
Sheng Xu, CEO |
| |
|
| |
|
| |
Zhe Wang (Creditor) |
| |
|
| |
|
| |
By: |
/s/ Zhe Wang |
| |
Zhe Wang |
Exhibit 10.3
DEBT CONVERSION AGREEMENT
This Debt Conversion Agreement
(the “Agreement”) is entered into and effective as of January 6, 2025, by and between Mufang Gao, an individual
with an address at No. 201, Door 7, 3rd Floor, Courtyard 67, Majiabao Road, Fengtai District, Beijing, the People's Republic of China
(the “Creditor”), and TIAN RUIXIANG Holdings Ltd., an exempted company with limited liability formed in the Cayman
Islands (the “Company”). Mufang Gao holds more than 10% of the Company’s total voting power and is the mother-in-law
of Sheng Xu, who is the Company’s CEO.
WHEREAS, the Company owes
$759,492.66 (the “Debt”) to the Creditor, in connection with the operating expenses paid by the Creditor on behalf
of the Company during the fiscal years ended October 31, 2022, 2023, and 2024.
WHEREAS, the Company and
the Creditor desire to convert the Debt into the Class A ordinary shares of the Company, par value $0.025 per share (the “Ordinary
Shares”) to fully settle the Debt; and
NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Creditor and the Company agree as follows:
1. Conversion
Debt to Ordinary Shares. The Company and the Creditor agree to convert the Debt into 465,946 Ordinary Shares (the “Shares”)
at a conversion price of $1.63 per share, which is the average closing price of the Ordinary Shares on Nasdaq for the 15 trading days
leading up to and including December 31, 2024. Upon execution of this Agreement and no later than January 26, 2025, the Company
shall instruct its transfer agent to issue the Shares to a third party, Baohai Xu, as instructed by the Creditor. Baohai Xu is an individual
with an address at Room 714, 207th floor, Jixiangli, Chaoyang District, Beijing, the People's Republic of China. Upon the issuance of
the Shares to Baohai Xu, the Creditor shall acknowledge that the Company has fully and completely satisfied all of its obligations with
respect to the Debt.
2. Representations
and Warranties of the Company. The Company represents and warrants to Creditor that the Shares have been duly authorized for issuance
by the Company’s board of directors. The Shares, when issued pursuant to this Agreement, will be duly and validly authorized and
issued, fully paid and non-assessable.
3. Representations
and Warranties of the Creditor.
(i) Entirely
For Own Account. This Agreement is made with such Creditor in reliance upon such Creditor’s representation to the Company,
which, by such Creditor’s execution of this Agreement, such Creditor hereby confirms, that the Shares issuable upon conversion
thereof are being and will be acquired for investment for such Creditor’s own account, not as nominee or agent, and not with a
view to the resale or distribution of any part thereof, and that neither such Creditor nor any of its officers, members, or managers
has any present intention of selling, granting any participation in or otherwise distributing the same. Such Creditor are familiar with
the phrase “acquired for investment and not with a view to distribution” as it relates to the Securities Act of 1933, as
amended (the “Securities Act”) and state securities laws and the special meaning given to such term by the Securities and
Exchange Commission (the “SEC”). By executing this Agreement, such Creditor further represents that such Creditor does not
have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or
to any third person, with respect to any of the Shares.
(ii) Restricted
Securities. Such Creditor understands that the Shares are not, at the time of issuance, registered under the Securities Act on the
ground that the issuance of the Shares hereunder is exempt from registration under the Securities Act, and that the Company’s reliance
on such exemption is predicated on such Creditor’s representations and warranties set forth herein.
(iii) Receipt
of Information. Such Creditor have received all the information they consider necessary or appropriate for deciding whether to purchase
the Shares. Such Creditor further represents that such Creditor have had an opportunity to ask questions and receive answers from the
Company regarding the terms and conditions of the offering of the Shares and the business, properties, prospects and financial condition
of the Company and to obtain additional information necessary to verify the accuracy of any information furnished to such Creditor.
(iv) Investment
Experience. Such Creditor represents that it is experienced in evaluating and investment in private placement transactions of securities
of companies in a similar stage of development as the Company and acknowledges that such Creditor can bear the economic risk of such
Creditor’s investment and that such Creditor have such knowledge and experience in financial and business matters that they are
capable of evaluating the merits and risks of the investment in the Shares.
(v) Regulation
S Exemption. The Creditor acknowledges and agrees that none of the
Shares have been registered under the Securities Act, or under any state securities or "blue sky" laws of any state of the
United States, and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act
of 1933, as amended (the “Securities Act”), and, unless so registered, may not be offered or sold in the United States
or to U.S. Persons (as defined below), except pursuant to an effective registration statement under the Securities Act, or pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in each case only in
accordance with applicable state and provincial securities laws. The Creditor understands that the Shares are being issued to him, her
or it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation
S promulgated under the Securities Act and that Company is relying upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Creditor set forth herein in order to determine the applicability of such exemptions and the
suitability of the Creditor to acquire the Shares. In this regard, the
Creditor represents, warrants and agrees that:
(1) The
Creditor is not a U.S. Person and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of Company
and is not acquiring the Shares for the account or benefit of a U.S. Person. A “U.S. Person” means any one of the following:
| (A) | any natural person
resident in the United States of America; |
| (B) | any partnership, limited liability Company,
Company or other entity organized or incorporated under the laws of the United States of
America; |
| (C) | any estate of which any executor or
administrator is a U.S. Person; |
| (D) | any trust of which any trustee is a
U.S. Person; |
| (E) | any agency or branch of a foreign entity
located in the United States of America; |
| (F) | any non-discretionary account or similar
account (other than an estate or trust) held by a dealer or other fiduciary for the benefit
or account of a U.S. person; |
| (G) | any discretionary account or similar
account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated
or (if an individual) resident in the United States of America; and |
| (H) | any partnership, Company or other entity
if: |
| (1) | organized or incorporated under the laws
of any foreign jurisdiction; and |
| (2) | formed by a U.S. person principally for
the purpose of investing in securities not registered under the Securities Act, unless it
is organized or incorporated, and owned, by accredited investors (as defined
in Rule 501(a) under the Securities Act) who are not natural persons, estates or
trusts. |
(2) At
the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the Creditor
was outside of the United States.
(3) The
Creditor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Creditor has in mind
merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not
rise. The Creditor does not have any such intention.
(4)
The Creditor will not, during the period commencing on the date of issuance of the Shares and ending on the first anniversary of such
date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”),
offer, sell, pledge or otherwise transfer the Shares in the United States, or to a U.S. Person for the account or for the benefit of
a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.
(5) The
Creditor will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Shares only pursuant to registration
under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws.
(6) The
Creditor was not in the United States engaged in, and prior to the expiration of the Restricted Period will not engage in, any short
selling of or any hedging transaction with respect to the Shares, including without limitation, any put, call or other option transaction,
option writing or equity swap.
(7) Neither
the Creditor nor or any person acting on his behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with
respect to the Shares and the Creditor and any person acting on his or her behalf have complied and will comply with the “offering
restrictions” requirements of Regulation S under the Securities Act.
(8) The
transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person,
and are not part of a plan or scheme to evade the registration requirements of the Securities Act.
(9) Neither
the Creditor nor any person acting on its behalf has undertaken or carried out any activity for the purpose of, or that could reasonably
be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Shares. The
Creditor agrees not to cause any advertisement of the Shares to be published in any newspaper or periodical or posted in any public place
and not to issue any circular relating to the Shares, except such advertisements that include the statements required by Regulation S
under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable
securities laws.
(10) No
Advertisements or Direct Selling Effort. The Creditor is not receiving the Shares as a result of or subsequent to any advertisement,
article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or
via the Internet, or presented at any seminar or meeting. The Creditor has not acquired the Shares as a result of, and will not itself
engage in, any "directed selling efforts" (as defined in Regulation S) in the United States in respect of any of the Shares
which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning
the market in the United States for the resale of any of the Shares; provided, however, that the Creditor may sell or otherwise dispose
of any of the Shares pursuant to registration of any of the Shares pursuant to the Securities Act and any applicable state securities
laws or under an exemption from such registration requirements and as otherwise provided herein.
(11) Restricted
Securities. Such Creditor understands that neither the Shares nor any portion thereof may be sold, transferred or otherwise disposed
of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement
covering the Shares (or such portion thereof) or an available exemption from registration under the Securities Act, the Shares and each
portion thereof must be held indefinitely. Such Creditor realizes that the Shares and each portion thereof are unlikely to qualify for
sale or other disposition under Rule 144 issued by the SEC. Furthermore, such Creditor is aware that neither the Shares nor any
portion thereof may be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are
met.
4.
Miscellaneous.
(a) This
Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between
the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement shall be effective unless
made in writing and signed by both parties.
(b) Each
party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own
independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based
on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in
executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and
its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.
(c) Each
party to this Agreement hereby represents and warrants to the other party that (i) the execution, performance and delivery of this
Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf
of such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance
and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party is of legal age and
capacity to enter into agreements which are fully binding and enforceable against such party.
(d) This
Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission, all of which taken together shall
constitute a single instrument.
(e) This
Agreement shall be governed by the laws of the State of New York, without reference to the choice of laws rules of such state.
[Signatures on following page]
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first aforesaid.
| | TIAN RUIXIANG Holdings Ltd. (the Company) |
| | |
| | |
| | By: |
/s/ Sheng Xu |
| | Sheng Xu, CEO |
| |
Mufang Gao (the Creditor) |
| |
|
| |
|
| |
By: |
/s/ Mufang Gao |
| |
Mufang Gao |
Exhibit 10.4
DEBT CONVERSION
AGREEMENT
This
Debt Conversion Agreement (the “Agreement”) is entered into and effective as of January 6, 2025, by and between
Baohai Xu, an individual with an address at Room 714, 207th floor, Jixiangli, Chaoyang District, Beijing, the People's Republic of China
(the “Creditor”), and TIAN RUIXIANG Holdings Ltd., an exempted company with limited liability formed in the Cayman
Islands (the “Company”). Baohai Xu is the father of the Company’s CEO, Sheng Xu.
WHEREAS,
the Company owes the Creditor $488,590.17 (the “Debt”), including the following: (i) $398,213.44 in connection
with the operating expenses paid by the Creditor on behalf of the Company during the fiscal years ended October 31, 2022, 2023,
and 2024; and (ii) $90,376.73 in connection with the operating expenses paid by Xu Baohai Investors Co., Ltd., on behalf of
the Company during the same period. Xu Baohai Investors Co., Ltd. is a limited liability company incorporated in the British Virgin
Islands, with an address at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. The Creditor is the sole shareholder
of Xu Baohai Investors Co., Ltd.
WHEREAS,
the Company and the Creditor desire to convert the Debt into the Class A ordinary shares of the Company, par value $0.025 per share
(the “Ordinary Shares”) to fully settle the Debt; and
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Creditor and the Company
agree as follows:
1. Conversion
Debt to Ordinary Shares. The Company and the Creditor agree to convert the Debt into 299,749 Ordinary Shares at a conversion price
of $1.63 per share (the “Shares”), which is the average closing price of the Ordinary Shares on Nasdaq for the 15
trading days leading up to and including December 31, 2024. Upon execution of this Agreement and no later than January 26,
2025, the Company shall instruct its transfer agent to issue the Shares to the Creditor. Upon the issuance of the Shares to the Creditor,
the Creditor shall acknowledge that the Company has fully and completely satisfied all of its obligations with respect to the Debt.
2. Representations
and Warranties of the Company. The Company represents and warrants to the Creditor that the Shares have been duly authorized for
issuance by the Company’s board of directors. The Shares, when issued pursuant to this Agreement, will be duly and validly authorized
and issued, fully paid and non-assessable.
3. Representations
and Warranties of the Creditor.
(i) Entirely
For Own Account. This Agreement is made with such Creditor in reliance upon such Creditor’s representation to the Company,
which, by such Creditor’s execution of this Agreement, such Creditor hereby confirms, that the Shares issuable upon conversion
thereof are being and will be acquired for investment for such Creditor’s own account, not as nominee or agent, and not with a
view to the resale or distribution of any part thereof, and that neither such Creditor nor any of its officers, members, or managers
has any present intention of selling, granting any participation in or otherwise distributing the same. Such Creditor are familiar with
the phrase “acquired for investment and not with a view to distribution” as it relates to the Securities Act of 1933, as
amended (the “Securities Act”) and state securities laws and the special meaning given to such term by the Securities and
Exchange Commission (the “SEC”). By executing this Agreement, such Creditor further represents that such Creditor does not
have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or
to any third person, with respect to any of the Shares.
(ii) Restricted
Securities. Such Creditor understands that the Shares are not, at the time of issuance, registered under the Securities Act on the
ground that the issuance of the Shares hereunder is exempt from registration under the Securities Act, and that the Company’s reliance
on such exemption is predicated on such Creditor’s representations and warranties set forth herein.
(iii) Receipt
of Information. Such Creditor have received all the information they consider necessary or appropriate for deciding whether to purchase
the Shares. Such Creditor further represents that such Creditor have had an opportunity to ask questions and receive answers from the
Company regarding the terms and conditions of the offering of the Shares and the business, properties, prospects and financial condition
of the Company and to obtain additional information necessary to verify the accuracy of any information furnished to such Creditor.
(iv) Investment
Experience. Such Creditor represents that it is experienced in evaluating and investment in private placement transactions of securities
of companies in a similar stage of development as the Company and acknowledges that such Creditor can bear the economic risk of such
Creditor’s investment and that such Creditor have such knowledge and experience in financial and business matters that they are
capable of evaluating the merits and risks of the investment in the Shares.
(v) Regulation
S Exemption. The Creditor acknowledges and agrees that none of the Shares have been registered under the Securities Act,
or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction
not involving any public offering within the meaning of the Securities Act of 1933, as amended (the “Securities Act”),
and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined below), except pursuant to
an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act, and in each case only in accordance with applicable state and provincial securities
laws. The Creditor understands that the Shares are being issued to him, her or it in reliance on an exemption from the registration requirements
of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that Company is relying
upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Creditor set forth
herein in order to determine the applicability of such exemptions and the suitability of the Creditor to acquire the Shares. In
this regard, the Creditor represents, warrants and agrees that:
(1) The
Creditor is not a U.S. Person and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of Company
and is not acquiring the Shares for the account or benefit of a U.S. Person. A “U.S. Person” means any one of
the following:
| (A) | any natural
person resident in the United States of America; |
| (B) | any partnership,
limited liability Company, Company or other entity organized or incorporated under the laws
of the United States of America; |
| (C) | any estate
of which any executor or administrator is a U.S. Person; |
| (D) | any trust
of which any trustee is a U.S. Person; |
| (E) | any agency
or branch of a foreign entity located in the United States of America; |
| (F) | any non-discretionary
account or similar account (other than an estate or trust) held by a dealer or other fiduciary
for the benefit or account of a U.S. person; |
| (G) | any discretionary
account or similar account (other than an estate or trust) held by a dealer or other fiduciary
organized, incorporated or (if an individual) resident in the United States of America; and |
| (H) | any partnership,
Company or other entity if: |
| (1) | organized
or incorporated under the laws of any foreign jurisdiction; and |
| (2) | formed by
a U.S. person principally for the purpose of investing in securities not registered under
the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as
defined in Rule 501(a) under the Securities Act) who are not natural persons, estates
or trusts. |
(2) At
the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the Creditor
was outside of the United States.
(3) The
Creditor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Creditor has in mind
merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not
rise. The Creditor does not have any such intention.
(4) The Creditor will not, during the period commencing on the date of issuance of the Shares and ending on the first anniversary of such
date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”),
offer, sell, pledge or otherwise transfer the Shares in the United States, or to a U.S. Person for the account or for the benefit of
a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.
(5) The
Creditor will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Shares only pursuant to registration
under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws.
(6) The
Creditor was not in the United States engaged in, and prior to the expiration of the Restricted Period will not engage in, any short
selling of or any hedging transaction with respect to the Shares, including without limitation, any put, call or other option transaction,
option writing or equity swap.
(7) Neither
the Creditor nor or any person acting on his behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with
respect to the Shares and the Creditor and any person acting on his or her behalf have complied and will comply with the “offering
restrictions” requirements of Regulation S under the Securities Act.
(8) The
transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person,
and are not part of a plan or scheme to evade the registration requirements of the Securities Act.
(9) Neither
the Creditor nor any person acting on its behalf has undertaken or carried out any activity for the purpose of, or that could reasonably
be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Shares. The
Creditor agrees not to cause any advertisement of the Shares to be published in any newspaper or periodical or posted in any public place
and not to issue any circular relating to the Shares, except such advertisements that include the statements required by Regulation S
under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable
securities laws.
(10) No
Advertisements or Direct Selling Effort. The Creditor is not receiving the Shares as a result of or subsequent to any advertisement,
article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or
via the Internet, or presented at any seminar or meeting. The Creditor has not acquired the Shares as a result of, and will not itself
engage in, any "directed selling efforts" (as defined in Regulation S) in the United States in respect of any of the Shares
which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning
the market in the United States for the resale of any of the Shares; provided, however, that the Creditor may sell or otherwise dispose
of any of the Shares pursuant to registration of any of the Shares pursuant to the Securities Act and any applicable state securities
laws or under an exemption from such registration requirements and as otherwise provided herein.
(11) Restricted
Securities. Such Creditor understands that neither the Shares nor any portion thereof may be sold, transferred or otherwise disposed
of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement
covering the Shares (or such portion thereof) or an available exemption from registration under the Securities Act, the Shares and each
portion thereof must be held indefinitely. Such Creditor realizes that the Shares and each portion thereof are unlikely to qualify for
sale or other disposition under Rule 144 issued by the SEC. Furthermore, such Creditor is aware that neither the Shares nor any
portion thereof may be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are
met.
(a) This
Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between
the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement shall be effective unless
made in writing and signed by both parties.
(b) Each
party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own
independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based
on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in
executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and
its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.
(c) Each
party to this Agreement hereby represents and warrants to the other party that (i) the execution, performance and delivery of this
Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf
of such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance
and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party is of legal age and
capacity to enter into agreements which are fully binding and enforceable against such party.
(d) This
Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission, all of which taken together shall
constitute a single instrument.
(e) This
Agreement shall be governed by the laws of the State of New York, without reference to the choice of laws rules of such state.
[Signatures on following
page]
IN WITNESS WHEREOF, the parties have
executed this Agreement on the date first aforesaid.
| |
TIAN RUIXIANG Holdings Ltd. (the Company) |
| |
|
| |
|
| |
By: |
/s/ Sheng Xu |
| |
Sheng Xu, CEO |
| |
Xu Baohai Investors Co., Ltd. (the Creditor) |
| |
|
| |
|
| |
By: |
/s/ Baohai Xu |
| |
Baohai Xu |
Exhibit 10.5
DEBT CONVERSION AGREEMENT
This
Debt Conversion Agreement (the “Agreement”) is entered into and effective as of January 6, 2025, by and between
Mingxiu Luan, an individual with an address at No. 23, Nanqishan Village, Renhe Town, Rongcheng City, Shandong Province, the People's
Republic of China (the “Creditor”), and TIAN RUIXIANG Holdings Ltd., an exempted company with limited liability formed
in the Cayman Islands (the “Company”). Mingxiu Luan is the former CFO of the Company.
WHEREAS, the Company owes
the Creditor $330,102.77 (the “Debt”), including the following: (i) $206,666.77 in unpaid salary to the Creditor
in connection with the Creditor’s employment with the Company during the fiscal years ended October 31, 2022, 2023, and 2024,
and (ii) $123,436.00 in connection with the operating expenses paid by the Creditor on behalf of the Company during the same period.
WHEREAS, the Company and
the Creditor desire to convert the Debt into the Class A ordinary shares of the Company, par value $0.025 per share (the “Ordinary
Shares”), to fully settle the Debt; and
NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Creditor and the Company agree as follows:
1. Conversion
Debt to Ordinary Shares. The Company and the Creditor agree to convert the Debt into 202,517 Ordinary Shares (the “Shares”)
at a conversion price of $1.63 per share, which is the average closing price of the Ordinary Shares on Nasdaq for the 15 trading days
leading up to and including December 31, 2024. Upon execution of this Agreement and no later than January 26, 2025, the Company
shall instruct its transfer agent to issue the Shares to Luan Investors Co., Ltd. as instructed by the Creditor. The Creditor is
the sole shareholder of Luan Investors Co., Ltd., which is a company with limited liability formed in the British Virgin Islands,
with an address at Craigmuir Chambers, Road Town, Tortola, VG 1110,British Virgin Islands. Upon the issuance of the Shares to Luan Investors
Co., Ltd., the Creditor shall acknowledge that the Company has fully and completely satisfied all of its obligations with respect
to the Debt.
2. Representations
and Warranties of the Company. The Company represents and warrants to Creditor that the Shares have been duly authorized for issuance
by the Company’s board of directors. The Shares, when issued pursuant to this Agreement, will be duly and validly authorized and
issued, fully paid and non-assessable.
3. Representations
and Warranties of the Creditor.
(i) Entirely
For Own Account. This Agreement is made with such Creditor in reliance upon such Creditor’s representation to the Company, which,
by such Creditor’s execution of this Agreement, such Creditor hereby confirms, that the Shares issuable upon conversion thereof
are being and will be acquired for investment for such Creditor’s own account, not as nominee or agent, and not with a view to the
resale or distribution of any part thereof, and that neither such Creditor nor any of its officers, members, or managers has any present
intention of selling, granting any participation in or otherwise distributing the same. Such Creditor are familiar with the phrase “acquired
for investment and not with a view to distribution” as it relates to the Securities Act of 1933, as amended (the “Securities
Act”) and state securities laws and the special meaning given to such term by the Securities and Exchange Commission (the “SEC”).
By executing this Agreement, such Creditor further represents that such Creditor does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the
Shares.
(ii) Restricted
Securities. Such Creditor understands that the Shares are not, at the time of issuance, registered under the Securities Act on the
ground that the issuance of the Shares hereunder is exempt from registration under the Securities Act, and that the Company’s reliance
on such exemption is predicated on such Creditor’s representations and warranties set forth herein.
(iii) Receipt
of Information. Such Creditor have received all the information they consider necessary or appropriate for deciding whether to purchase
the Shares. Such Creditor further represents that such Creditor have had an opportunity to ask questions and receive answers from the
Company regarding the terms and conditions of the offering of the Shares and the business, properties, prospects and financial condition
of the Company and to obtain additional information necessary to verify the accuracy of any information furnished to such Creditor.
(iv) Investment
Experience. Such Creditor represents that it is experienced in evaluating and investment in private placement transactions of securities
of companies in a similar stage of development as the Company and acknowledges that such Creditor can bear the economic risk of such Creditor’s
investment and that such Creditor have such knowledge and experience in financial and business matters that they are capable of evaluating
the merits and risks of the investment in the Shares.
(v) Regulation
S Exemption. The Creditor acknowledges and agrees that none of the Shares have been registered under the Securities Act,
or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction
not involving any public offering within the meaning of the Securities Act of 1933, as amended (the “Securities Act”),
and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined below), except pursuant to an
effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act, and in each case only in accordance with applicable state and provincial securities laws. The Creditor
understands that the Shares are being issued to him, her or it in reliance on an exemption from the registration requirements of United
States federal and state securities laws under Regulation S promulgated under the Securities Act and that Company is relying upon the
truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Creditor set forth herein
in order to determine the applicability of such exemptions and the suitability of the Creditor to acquire the Shares. In this
regard, the Creditor represents, warrants and agrees that:
(1) The
Creditor is not a U.S. Person and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of Company and
is not acquiring the Shares for the account or benefit of a U.S. Person. A “U.S. Person” means any one of the following:
| (A) | any natural person resident in the United States of America; |
| (B) | any partnership, limited liability Company, Company or other entity organized or incorporated under the
laws of the United States of America; |
| (C) | any estate of which any executor or administrator is a U.S. Person; |
| (D) | any trust of which any trustee is a U.S. Person; |
| (E) | any agency or branch of a foreign entity located in the United States of America; |
| (F) | any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other
fiduciary for the benefit or account of a U.S. person; |
| (G) | any discretionary account or similar account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an individual) resident in the United States of America; and |
| (H) | any partnership, Company or other entity if: |
| (1) | organized or incorporated under the laws of any foreign jurisdiction; and |
| (2) | formed by a U.S. person principally for the purpose of investing in securities not registered under the
Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under
the Securities Act) who are not natural persons, estates or trusts. |
(2) At
the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the Creditor
was outside of the United States.
(3) The
Creditor realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Creditor has in mind
merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not
rise. The Creditor does not have any such intention.
(4)
The Creditor will not, during the period commencing on the date of issuance of the Shares and ending on the first anniversary of such
date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”),
offer, sell, pledge or otherwise transfer the Shares in the United States, or to a U.S. Person for the account or for the benefit of a
U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.
(5) The
Creditor will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Shares only pursuant to registration
under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws.
(6) The
Creditor was not in the United States engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling
of or any hedging transaction with respect to the Shares, including without limitation, any put, call or other option transaction, option
writing or equity swap.
(7) Neither
the Creditor nor or any person acting on his behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with
respect to the Shares and the Creditor and any person acting on his or her behalf have complied and will comply with the “offering
restrictions” requirements of Regulation S under the Securities Act.
(8) The
transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person,
and are not part of a plan or scheme to evade the registration requirements of the Securities Act.
(9) Neither
the Creditor nor any person acting on its behalf has undertaken or carried out any activity for the purpose of, or that could reasonably
be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Shares. The
Creditor agrees not to cause any advertisement of the Shares to be published in any newspaper or periodical or posted in any public place
and not to issue any circular relating to the Shares, except such advertisements that include the statements required by Regulation S
under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities
laws.
(10) No
Advertisements or Direct Selling Effort. The Creditor is not receiving the Shares as a result of or subsequent to any advertisement,
article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or
via the Internet, or presented at any seminar or meeting. The Creditor has not acquired the Shares as a result of, and will not itself
engage in, any "directed selling efforts" (as defined in Regulation S) in the United States in respect of any of the Shares
which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning
the market in the United States for the resale of any of the Shares; provided, however, that the Creditor may sell or otherwise dispose
of any of the Shares pursuant to registration of any of the Shares pursuant to the Securities Act and any applicable state securities
laws or under an exemption from such registration requirements and as otherwise provided herein.
(11) Restricted
Securities. Such Creditor understands that neither the Shares nor any portion thereof may be sold, transferred or otherwise disposed of
without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement
covering the Shares (or such portion thereof) or an available exemption from registration under the Securities Act, the Shares and each
portion thereof must be held indefinitely. Such Creditor realizes that the Shares and each portion thereof are unlikely to qualify for
sale or other disposition under Rule 144 issued by the SEC. Furthermore, such Creditor is aware that neither the Shares nor any portion
thereof may be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are
met.
(a) This
Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between
the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement shall be effective unless
made in writing and signed by both parties.
(b) Each
party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own
independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based
on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in
executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and
its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.
(c) Each
party to this Agreement hereby represents and warrants to the other party that (i) the execution, performance and delivery of this
Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf of
such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance
and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party is of legal age and
capacity to enter into agreements which are fully binding and enforceable against such party.
(d) This
Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission, all of which taken together shall
constitute a single instrument.
(e) This
Agreement shall be governed by the laws of the State of New York, without reference to the choice of laws rules of such state.
[Signatures on following page]
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first aforesaid.
| |
TIAN RUIXIANG
Holdings Ltd. (the Company) |
| |
|
| |
By:
|
/s/
Sheng Xu |
| |
Sheng
Xu, CEO |
| |
|
| |
Minxiu Luan
(the Creditor) |
| |
|
| |
By:
|
/s/ Mingxiu
Luan |
| |
Mingxiu
Luan |
Tian Ruixiang (NASDAQ:TIRX)
Historical Stock Chart
From Dec 2024 to Jan 2025
Tian Ruixiang (NASDAQ:TIRX)
Historical Stock Chart
From Jan 2024 to Jan 2025
