6-K 1 ea135673-6k_liongroup.htm REPORT OF FOREIGN PRIVATE ISSUER





Washington, D.C. 20549


Form 6-K





For the month of February 2021


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 A-C, 33/F

Tower A, Billion Center

1 Wang Kwong Road

Kowloon Bay
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 and Unregistered Sale of Equity Securities.


On February 15, 2020, Lion Group Holding Ltd. entered into a Securities Purchase Agreement (the “Securities Purchase Agreement) with ATW Opportunities Master Fund, L.P. (the “Purchaser”), pursuant to which the Company received $6,440,000 in consideration of the issuance of:


Series A Convertible Preferred Shares (the “Series A Convertible Preferred Shares”) with a stated value of $7,000,000; and


a warrant (the “Series D Warrant”) to purchase 2,333,333 American Depositary Shares (“ADS”) of the Company until on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the closing date at an exercise price of $3.00 per ADS.


a one-year warrant to purchase 13,333,333 ADS (the “Series E Warrant”) at an exercise price of $3.00 per ADS, each exercise of which entitles the Warrant holder to receive one ADS and a 8% cash discount.


a 5-year warrant to purchase 13,333,333 ADS (the “Series F Warrant”, together with the Series D Warrant and the Series E Warrant, the “Warrants”) at an exercise price of $3.00 per ADS, the exercisability of which shall vest ratably from time to time in proportion to the exercise of the Series E Warrants by the holder of the Series E Warrant.


The transactions contemplated under the Securities Purchase Agreement is expected to close on or about February 16, 2021. The Company intends to use the proceeds from the issuance of the Series A Convertible Preferred Shares and the Series E Warrant for working capital purposes.


The Series A Convertible Preferred Shares bears dividend right at a rate of 8% per annum commencing on the 6 month anniversary of the closing date, and is convertible into the ADSs, beginning after its original date of issuance at an initial conversion price of $3.00 per share. Dividend is payable quarterly in cash, or the Company may pay accrued interest in its ADSs.


The Warrants contain provisions permitting cashless exercise subject to certain conditions.


The Series A Convertible Preferred Shares may be prepaid at any time following the effective date of a resale registration statement registering the underlying shares in an amount equal to 100% of the principal amount plus accrued dividend.


The Series A Convertible Preferred Shares and the Warrants contain conversion limitations providing that a holder thereof may not convert the Series A Convertible Preferred Shares or exercise the Warrants to the extent (but only to the extent) that, if after giving effect to such conversion or exercise, the holder or any of its affiliates would beneficially own in excess of 4.99% the ordinary shares immediately after giving effect to such conversion or exercise. A holder may increase or decrease its beneficial ownership limitation upon notice to the Company provided that in no event such limitation exceeds 9.99%, and that any increase shall not be effective until the 61st day after such notice.


The Company has also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) to file with the Securities and Exchange Commission a Registration Statement covering the resale of all of the registrable securities under the Registration Rights Agreement.





The Company has also granted the Purchaser a 24-month right to participate in specified future financings, up to a level of 30%. This right of participation supersedes and replaces the right of participation granted to the Purchaser pursuant to the Securities Purchase Agreement entered into on December 11, 2020 by and among the Company and the Purchaser.


The Series A Convertible Preferred Shares were sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The Purchaser is an accredited investor which has purchased the securities as an investment in a private placement that did not involve a general solicitation. The ADSs to be issued upon conversion of the Series A Convertible Preferred Shares and the exercise of the Warrants have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements. This Current Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.


The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, the Series A Convertible Preferred Shares, the Series D Warrant, the Series E Warrant, the Series F Warrant and the Registration Rights Agreement attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, each of which are incorporated herein by reference. 







Exhibit No.   Description
10.1   Securities Purchase Agreement dated February 15, 2021.
10.2   Form of Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Shares.
10.3   Form of Series D/E/F American Depositary Shares Purchase Warrant.
10.4   Form of Registration Rights Agreement.







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 16, 2021 Lion GROUP HOLDING LTD.
  By: /s/ Chunning Wang
  Name:  Chunning Wang
  Title: Chief Executive Officer and Director