SHANGHAI, Dec. 2, 2024
/PRNewswire/ -- Eshallgo Inc ("Eshallgo" or the "Company")
(NasdaqCM: EHGO), one of the leading office solution providers in
China, today announced that it has
entered into a securities purchase agreement (the "Securities
Purchase Agreement") with an accredited investor to issue
convertible debentures (the "Debentures") in an aggregate principal
amount of up to $5,000,000. The
Debentures bear an annual interest rate of 5%, increasing to 18% in
the event of default, and will mature on November 28, 2025.
The initial closing of $1,500,000
occurred on November 29, 2024. The
second closing of $2,000,000 will
occur upon the filing of an initial registration statement with the
U.S. Securities and Exchange Commission (the "SEC") registering the
resale of the Class A ordinary shares upon conversion of the
Debentures. The third closing of $1,500,000 will occur upon the effectiveness of
the registration statement.
During the first 50 calendar days after issuance, the Debentures
may be converted into Class A ordinary shares at a fixed price of
$4.756 per share. After 50 days, the
investor may in its discretion elect to convert the Debentures at
the lower of $4.756 or 93% of the
lowest daily VWAP during the five consecutive trading days
preceding the conversion date, subject to a Floor Price of
$0.78954. If the daily VWAP of the
Company's shares falls below the Floor Price for five consecutive
trading days within a seven-day period, or if a registration
default occurs (each, an "Amortization Event"), the Company will be
subject to monthly payments of up to $1,000,000 of the principal amount plus a 10%
premium and accrued interest beginning on the 10th trading day
after the Amortization Event.
The Company has also agreed to pay a 1% commitment fee upon the
effectiveness of the registration statement, payable in cash or
Class A ordinary shares equal to the commitment fee divided by the
closing bid price of the Class A ordinary shares as of the date of
the Securities Purchase Agreement, and a one-time due diligence and
structuring fee of $25,000, which was
paid at the initial closing.
The Debentures were issued as a private placement under an
exemption from registration pursuant to Section 4(a)(2) of the
Securities Act of 1933, as amended, and/or Regulation D thereunder.
The Company also entered into a registration rights agreement,
agreeing to file an initial registration statement with the SEC
within 21 days to register for resale the Class A ordinary shares
underlying the Debentures.
The full terms of the Securities Purchase Agreement, the
Debentures, and the Registration Rights Agreement are described in
the Company's report on Form 6-K filed with the SEC.
About Eshallgo Inc
Eshallgo Inc is one of the leading office solution providers in
China with a global vision. We
specialize in two distinct market sectors: office supply sale and
leasing, and after-sale maintenance & repair. We have created
an extensive geographical presence, which expands throughout 20
provinces in China. Our mission is
to become an office integrator and service provider, offer
competitive overall office solutions and services, expand our
service market beyond office equipment, and continue to create
maximum value for customers. For more information, visit the
Company's website at http://ir.eshallgo.com/.
Forward-Looking Statements
All statements other than statements of
historical fact in this announcement are forward-looking
statements. These forward-looking statements involve known and
unknown risks and uncertainties and are based on current
expectations and projections about future events and financial
trends that the Company believes may affect its financial
condition, results of operations, business strategy and financial
needs. Investors can identify these forward-looking statements by
words or phrases such as "may," "will," "expect," "anticipate,"
"aim," "estimate," "intend," "plan," "believe," "potential,"
"continue," "is/are likely to" or other similar expressions. 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 the
Company cautions investors that actual results may differ
materially from the anticipated results and encourages investors to
review other factors that may affect its future results in the
Company's registration statement and in its other filings with the
SEC.
For more information, please contact:
Investor Relations:
Sherry Zheng
Weitian Group LLC
Phone: 718-213-7386
Email: shunyu.zheng@weitian-ir.com
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SOURCE Eshallgo Inc