UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
On April 18, 2024, ATIF Holdings Limited (the “Company”) entered into two securities purchase agreements (the “Purchase Agreements”) in a private placement (the “Private Placement”) of the Company’s newly issued ordinary shares, par value $0.001 per ordinary share, with one (1) U.S. accredited investor, as defined under Rule 501 of Regulation D, and one (1) non-U.S. investor (individually, an “Investor” and collectively, the “Investors”), at the purchase price of $1.23 per ordinary share. Each of the Purchase Agreements contained customary representations, warranties and covenants by the parties for offerings of similar sizes. The Company received gross proceeds in the amount of $1,000,002.38 in connection with the Private Placement.
The Investors acknowledged and agreed that any resale of the shares issued in connection with this Private Placement is subject to resale restrictions pursuant to the Securities Exchange Act of 1934 and none of the shares purchased herein has been registered under the Securities Act of 1933, as amended.
Pursuant to the Purchase Agreements, the Company agreed that within a reasonable time after the Closing, the Company shall file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing for the resale by the Investors of the purchased ordinary shares.
The foregoing description of the Purchase Agreement is a summary and is qualified in its entirety by reference to the Purchase Agreements filed herein as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K concerning the offer and sale of the Ordinary Shares to the Purchasers pursuant to the Purchase Agreements is incorporated herein by reference. The ordinary shares issued and sold under the Purchase Agreements as described in Item 1.01 were offered and sold by the Company in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration for private placements based in part on the representations made by the U.S. Investors and non-U.S. Investors, including the representations with respect to the U.S. Investors’ status as accredited investors, other Investors’ status as non-U.S. investors and their investment intent.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | The Securities Purchase Agreement, dated April 18, 2024 | |
| 10.2 | The Securities Purchase Agreement for U.S Investor, dated April 18, 2024 | |
| 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.
| ATIF HOLDINGS LIMITED | ||
| By: | /s/ Jun Liu | |
| Jun Liu | ||
| Chief Executive Officer and Chairman of the Board | ||
Date: April 23, 2024
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