BEIJING, Dec. 10, 2021 /PRNewswire/ -- AGM Group Holdings
Inc. ("AGMH" or the "Company") (NASDAQ: AGMH), an integrated
technology company focusing on providing fintech software services
and producing high-performance hardware and computing equipment,
today announced that it has entered into a securities purchase
agreement with certain institutional investors for a registered
direct offering of $20 million of its
Class A ordinary shares, before payment of commissions and
expenses.
The closing of the offering is expected to take place on or
about December 14, 2021, subject to
the satisfaction of customary closing conditions.
The offering consists of the sale of 2,898,552 Class A ordinary shares in a
registered direct offering, at a purchase price of $6.90 per Class A ordinary share.
Concurrently in a private placement with the same investors
pursuant to an exemption from the registration requirements of the
Securities Act of 1933, as amended, for each Class A ordinary share
purchased by an investor, an investor will receive from the Company
one-half unregistered warrant, for an aggregate of number of
1,449,276 warrants. The 3.5-year
warrants will be exercisable immediately from the date of issuance
and have an exercise price of $8.30. The purchase price for one ordinary
share and one-half corresponding warrant is $6.90.
FT Global Capital, Inc. is acting as the exclusive
placement agent for this offering.
The offering of the Class A ordinary shares described above (but
not the warrants or the Class A ordinary shares underlying the
warrants) is being made pursuant to an effective "shelf"
registration statement on Form F-3 (File No. 333-236897),
previously filed with the U.S. Securities and Exchange Commission
(the "SEC") on March 5, 2020, and
declared effective on May 28, 2020.
The offering will be made only by means of a prospectus supplement
and accompanying prospectus. A final prospectus supplement and
accompanying prospectus related to the offering will be filed with
the SEC and will be available on the SEC's website located at
http://www.sec.gov. The warrants being offered in the concurrent
private placement, along with the underlying Class A ordinary
shares, have not been registered under the Securities Act of 1933,
as amended (the "Securities Act") and are being offered and sold
pursuant to an exemption from the registration requirements of
Section 5 of the Securities Act contained in Section 4(a)(2)
thereof and/or Regulation D promulgated thereunder.
This press release does not constitute an offer to sell or
the solicitation of an offer to buy, nor will there be any sales of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such
jurisdiction.
About AGM Group Holdings Inc.
Incorporated in April 2015 and
headquartered in Beijing, China,
AGM Group Holdings Inc. (NASDAQ: AGMH) is an integrated technology
company focusing on providing fintech software services and
producing high-performance hardware and computing equipment. AGMH's
mission is to become one of the key participants and contributors
in the global fintech and blockchain ecosystem. For more
information, please visit www.agmprime.com.
Forward Looking Statements
This news release contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates" and similar
statements. All statements other than statements of historical fact
in this press release are forward-looking statements and involve
certain risks and uncertainties that could cause actual results to
differ materially from those in the forward-looking statements.
These forward-looking statements are based on management's current
expectations, assumptions, estimates and projections about the
Company and the industry in which the Company operates, but involve
a number of unknown risks and uncertainties, Further information
regarding these and other risks is included in the Company's
filings with the U.S. Securities and Exchange Commission. The
Company undertakes no obligation to update forward-looking
statements to reflect subsequent occurring events or circumstances,
or changes in its expectations, except as may be required by law.
Although the Company believes that the expectations expressed in
these forward-looking statements are reasonable, it cannot assure
you that such expectations will turn out to be correct, and actual
results may differ materially from the anticipated results. You are
urged to consider these factors carefully in evaluating the
forward-looking statements contained herein and are cautioned not
to place undue reliance on such forward-looking statements, which
are qualified in their entirety by these cautionary statements.
For more information, please contact:
In China:
At the Company:
Email: ir@agmprime.com
The Blueshirt Group
Ms. Feifei Shen
Phone: +86 13466566136
Email: feifei@blueshirtgroup.com
The Blueshirt Group
Ms. Suwen Feng
Phone: +86 139-1711-0134
Email: suwen@blueshirtgroup.com
In the United States:
The Blueshirt Group
Ms. Julia Qian
Phone: +1 973-619-3227
Email: Julia@blueshirtgroup.com
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SOURCE AGM Group Holdings Inc.