Section 1.01 Entering into a Material Definitive Agreement
Commencing 180 days after the issuance of the note, the Company will pay the outstanding principal amount of the note in eighteen (18) consecutive monthly installments of
After the date that is sixty (60) days after the date the registration statement was declared effective (as discussed in more detail below), the Company may refund all, but not less than all, of the outstanding principal amount, provided that such repayment will include a premium of five percent (5%) of the outstanding principal amount of the note, and the investor shall have the right to convert up to one-third (1/3) of the amount outstanding principal amount of the Note at a price per share equal to the lesser of the Redemption Share Price or the Conversion Price (as described below).
The purchase agreement contains a restriction that in no event may more than 8,561,451 common shares of the Company be issued under the combined note and warrant without first receiving shareholder approval. to issue more than 8,561,451 common shares of the Company below.
The Company has agreed to file a registration statement (the “Registration Statement”) with the
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The Note is convertible into ordinary shares of the Company by the Investor at any time after the earlier of six (6) months from the date of issue or the date on which the Registration Statement becomes effective, provided that no conversion may be effected if would result in the beneficial ownership by the Investor and its affiliates of more than 4.99% of the outstanding common shares of the Company. The conversion price of the Note is equal to
In the event of a change of control of the Company, the Investor has the right to require the Company to prepay the outstanding principal amount of the Bond. A change of control includes a change in the composition of the board of directors of the Company, a shareholder beneficially owning more than 40% or the sale or other disposition by the Company of all or substantially all of the assets .
The note contains certain negative clauses, in particular the prohibition for the Company of certain distributions, loans or issues of securities at a future price.
In the event of the occurrence of an event of default as described in the Note, the bearer may at any time, at his choice, declare the Note immediately due and payable in an amount of 110% or 120% of the principal amount remaining due according to the type of event. of default. Events of default include, but are not limited to, default on any other debt in excess of
The warrant entitles its holder to purchase up to 3,478,261 common shares of the Company for up to
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a
Off-Balance Sheet Arrangement or a Registrant
The information set out above in Section 1.01 relating to the rating is incorporated by reference into this Section 2.03.
Item 3.02 Unregistered Sale of
Reference is made to the disclosure set forth in 1.01 above, which disclosure is incorporated herein by reference.
The note and warrant have been, and the common shares of the Company issuable upon conversion of the note and exercise of the warrant will be, issued pursuant to an exempt transaction from the requirements of registration under the
Securities Act on the basis of the exemption provided by Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. The Investor has declared that he is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D, and that he is acquiring the securities described herein for investment purposes only and not in for the purpose of, or for resale in connection with, their public sale or distribution.
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Item 9.01 Financial statements and supporting documents
(d) Exhibits Exhibit Description 4.1 Warrant, dated
August 9, 2022, issued by FingerMotion, Inc.to Lind Global Fund II LP10.1 Securities Purchase Agreement between FingerMotion, Inc.and Lind Global Fund II LP, dated August 9, 202210.2 Senior Secured Convertible Promissory Note, dated August 9, 2022, issued by FingerMotion, Inc.to Lind Global Fund II LP(*) 10.3 Security Agreement between FingerMotion, Inc.and Lind Global Fund II LP, dated August 9, 202210.4 Guaranty, dated August 9, 2022, made by each of Finger Motion CompanyLimited, Finger Motion (CN) Global Limited, Finger Motion (CN) Limited, Shanghai JiuGe Business Management Co., Ltd., Finger Motion Financial Group Limitedand Finger Motion Financial Company Limited, in favor of Lind Global Fund II LP104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) Notes: (*) Portions of this exhibit have been omitted. - 4 -
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