UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On July 31, 2023, TD Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Agreement”) with certain purchasers who are “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S as promulgated under the Securities Act of 1933, as amended. Pursuant to the Agreement, the Company agreed to sell such Purchasers an aggregate of 28,000,000 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”) at a price of $0.35 per share to the Purchasers for gross proceeds of approximately $9.8 million (the “Offering”).
The net proceeds from the Offering shall be used by the Company in connection with the Company’s general corporate purposes, working capital, or other related business as approved by the board of directors of the Company.
The offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-239757), which was filed with the Securities and Exchange Commission on July 8, 2020, and declared effective by on August 4, 2020, as supplemented by the prospectus supplement dated August 3, 2023 relating to the sale of the Shares.
The form of the Agreement is attached hereto as Exhibit 10.1, and is incorporated herein by reference. The foregoing is only a brief description of the material terms of the Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirely by reference to such exhibit.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Securities Purchase Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TD Holdings, Inc. | ||
| Date: July 31, 2023 | By: | /s/ Renmei Ouyang |
| Name: | Renmei Ouyang | |
| Title: | Chief Executive Officer | |
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