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 February 2022
Commission File Number: 001-39301
LION GROUP HOLDING LTD.
Not Applicable
(Translation of registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
Unit 901-903, 9/F
Harbour Centre, 25 Harbour Road
Wan Chai
Hong Kong
(Address of principal executive office)
Registrant’s phone number, including area code
+(852) 2820-9000
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 ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Entry into a Material Agreement
As disclosed on December 17, 2021, Lion Group Holding Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with ATW Opportunities Master Fund, L.P. (the “Purchaser”).
On February 10, 2022, the Company and the Purchaser entered into an Amendment No. 1 to the Securities Purchase Agreement (the “Amendment”). Pursuant to the Amendment, the parties agreed, among other things, that (i) the conversion price of the Series B Convertible Preferred Shares shall not be lower than $0.75 during the period from December 13, 2021 to April 15, 2022; and (ii) the conversion price of the Series A Preferred Shares shall not be lower than $0.75 during the period from December 13, 2021 to April 15, 2022. The renewal or extension of the floor price period shall be agreed by the Company and the Purchaser in a written consent.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1.
1
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 to the Securities Purchase Agreement. |
2
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.
| Date: February 11, 2022 | LION GROUP HOLDING LTD. | |
| By: | /s/ Chunning Wang | |
| Name: | Chunning Wang | |
| Title: | Chief Executive Officer and Director | |
3
Exhibit 10.1
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
This Amendment No. 1 to Securities Purchase Agreement (this “Amendment”), is made as of February [10], 2022, by and between Lion Group Holding Ltd., a Cayman Islands exempted company (the “Company”) and ATW Opportunities Master Fund L.P. (the “Purchaser”), with reference to the following background:
A. The Company and the Purchaser are parties to a certain Securities Purchase Agreement dated as of December 13, 2021 (the “Agreement”);
B. Pursuant to Section 5.5 of the Agreement, the Agreement may be amended in writing if signed by the Company and the Purchaser; and
C. The Company and the Purchaser desire to amend the Agreement as more fully set forth herein;
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, and agreements set forth herein, and intending to be legally bound hereby, and subject to the terms and conditions set forth herein, the Company and the Purchaser hereby agree as follows:
1. Reduction of Conversion Price of the Certificate of Designation.
The Conversion Price set forth in Section 6(b) of the Certificate of Designation, shall be set as follows: the Conversion Price shall be the lesser of (i) $1.75, subject to adjustment therein, or (ii) 90% of the lowest daily VWAP during the 10 consecutive trading days prior to the Conversion Date (as defined in the Certificate of Designation) (the “Variable Conversion Price”). However, in no event that the Variable Conversion Price shall be lower than $0.75 during the period from December 13, 2021 to April 15, 2022 (the “Floor Price Period of Series B Preferred Shares”). The renewal or extension of the Floor Price Period of Series B Preferred Shares shall be agreed by the Company and the Purchaser in a written consent.
2. Reduction of Conversion Price of the Series A Convertible Preferred Stock
Reference is made to section 4.18 of the Agreement. The conversion price of the Series A Preferred Stock will be adjusted to the lower of $1.75 or 90% of the lowest daily VWAP in the last 10 trading days prior to conversion. However, in no event that the conversion price of the Series A Preferred Stock shall be lower than $0.75 during the period from December 13, 2021 to April 15, 2022 (the “Floor Price Period of Series A Preferred Shares”). The renewal or extension of the Floor Price Period of Series A Preferred Shares shall be agreed by the Company and the Purchaser in a written consent.
3. Effect on Agreement; General Provisions.
Except as set forth in this Amendment, the terms and provisions of the Agreement are declared to be in full force and effect and will not be, or deemed to be, waived, modified, superseded or otherwise affected by this Amendment. This Amendment shall be governed by the provisions of the Agreement, as amended by this Amendment, which provisions are incorporated herein by reference. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. This Amendment shall become effective retroactively from December 13, 2021.
4. Entire Agreement.
This Amendment together with the Agreement, as amended by this Amendment, constitute the entire agreement and understanding between the parties hereto with respect to the subject matter of this Amendment and supersede any and all prior agreements and understandings, written or oral, relating to the subject matter of this Amendment.
[Signatures on Following Page]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.
| COMPANY: | ||
| LION GROUP HOLDING LTD. | ||
| By: | /s/ Chunning Wang | |
| Name: | Chunning Wang | |
| Title: | CEO and Director | |
| PURCHASER: | ||
| ATW OPPORTUNITIES MASTER FUND LP | ||
| By: | /s/ Antonio Ruiz-Gimenez | |
| Name: | Antonio Ruiz-Gimenez | |
| Title: | Managing Partner | |