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 March 22, 2024, Ispire Technology Inc. (the “Company”) entered into a placement agency agreement (the “Placement Agency Agreement”) with Roth Capital Partners, LLC and TFI Securities and Futures Limited (the “Placement Agents”) and a securities purchase agreement (the “Purchase Agreement”) with certain purchasers pursuant to which the Company agreed to sell, in a secondary offering (the “Offering”), an aggregate of 2,050,000 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The public offering price for each share of Common Stock was $6.00.
The net proceeds of the Offering, after deducting the placement agents’ fees and expenses and other offering expenses payable by the Company, were approximately $10.6 million. The Company intends to use the net proceeds from the Offering in connection with the establishment and operation of its manufacturing facility in Malaysia, the funding the funding of its joint venture with Touch Point Worldwide Inc. d/b/a/ Berify and Chemular Inc. if the definitive documentation contemplated by the term sheet and letter of intent previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2024, is executed, and for working capital and general corporate purposes, including research and development. The Offering closed on March 26, 2024.
In the Purchase Agreement, the Company agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement or prospectus, or any amendment or supplement thereto for 90 days after the closing date of the Offering, subject to certain exceptions. In addition, the Company has agreed not to effect or enter into an agreement to effect any issuance of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock involving a variable rate transaction (as defined in the Purchase Agreement) for 180 days after the closing date of the Offering, subject to certain exceptions.
Each of the Placement Agency Agreement and the Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the purchasers, including for liabilities arising under the Securities Act (as defined below), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
The Company paid the Placement Agents as compensation a cash fee equal to 7.0% of the gross proceeds of the Offering plus reimbursement of certain expenses and legal fees.
The Shares were offered by the Company pursuant to a Registration Statement on Form S-1 (File No. 333-276804), as amended, filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and declared effective on March 21, 2024. Upon completion of the Offering, the Company had 56,329,396 shares of Common Stock issued and outstanding.
The foregoing description of the material terms of the Placement Agency Agreement and the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Placement Agency Agreement and the form of Purchase Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 8.01. Other Events.
On March 22, 2024, the Company issued a press release announcing its entry into the Purchase Agreement. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
On March 26, 2024, the Company issued a press release announcing the closing of the Offering. A copy of the press release issued by the Company is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished or filed, as applicable, with this Form 8-K:
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SIGNATURE
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.
| Ispire Technology Inc. | |||
| By: | /s/ Michael Wang | ||
| Name: | Michael Wang | ||
| Title: | Co-Chief Executive Officer | ||
| Dated: March 27, 2024 | |||
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Exhibit 99.1
Ispire Technology Announces Pricing of $12.3 Million Public Offering
LOS ANGELES, March 22, 2024 – Ispire Technology Inc. (“Ispire” or the “Company”) (NASDAQ: ISPR), a leader in the research and development, design, commercialization, sales, marketing and distribution of branded e-cigarettes and cannabis vaping products, today announced the pricing of a public offering of 2,050,000 shares of common stock at a price of $6.00 per share for gross proceeds of $12,300,000, prior to deducting the placement agent fees and expected offering expenses payable by the Company. The closing of the offering is expected to take place on or about March 26, 2024, subject to the satisfaction or waiver of customary closing conditions.
Roth Capital Partners acted as the lead placement agent for the offering. TFI Securities and Futures Limited acted as co-placement agent for the offering.
The Company intends to use the net proceeds of the offering in connection with the establishment and operation of its manufacturing facility in Malaysia, the funding of its joint venture with Touch Point Worldwide Inc. d/b/a Berify and Chemular Inc. if the definitive documentation contemplated by the previously announced amended term sheet and letter of intent is executed before the related drop dead date, and for working capital and general corporate purposes, including research and development.
The shares described above were offered pursuant to a registration statement on Form S-1 (File No. 333-276804), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on March 21, 2024. A final prospectus relating to the offering will be filed by the Company with the SEC. When available, copies of the final prospectus can be obtained at the SEC’s website at www.sec.gov or from Roth Capital Partners, LLC , 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, (800) 678-9147.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor will there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Ispire Technology Inc.
Ispire is engaged in the research and development, design, commercialization, sales, marketing, and distribution of branded e-cigarettes and cannabis vaping products. The Company’s operating subsidiaries own or license more than 200 patents received or filed globally. Ispire’s tobacco products are marketed under the Aspire brand name and are sold worldwide (except in the U.S., People’s Republic of China and Russia) primarily through its global distribution network. The Company’s cannabis products are marketed under the Ispire brand name primarily on an original design manufacturer (ODM) basis to other cannabis vapor companies. Ispire sells its cannabis vaping hardware only in the U.S., and it recently commenced its marketing activities in Canada and Europe. For more information, visit www.ispiretechnology.com or follow Ispire on Instagram, LinkedIn, Facebook, Twitter and YouTube.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”) as well as Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended, that are intended to be covered by the safe harbor created by those sections. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate,” “strategy,” “future,” “likely” or other comparable terms, although not all forward-looking statements contain these identifying words. All statements other than statements of historical facts included in this press release regarding the expected closing date of the public offering and the Company’s strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements. Such forward-looking statements are subject to risk and uncertainties, including, but not limited to, market conditions, the ability of the Company to satisfy the conditions to the closing of the offering, and those described in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Cautionary Note on Forward-Looking Statements” in the Registration Statement on Form S-1, as amended, initially filed with the SEC (Reg. No. 333-276804) on February 1, 2024 and any subsequent filings which Ispire makes with the U.S. Securities and Exchange Commission. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in the press release relate only to events or information as of the date on which the statements are made in the press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events except as required by law. You should read this press release with the understanding that our actual future results may be materially different from what we expect.
Contact:
For more information, kindly contact:
Investor Relations
Sherry Zheng
718.213.7386
[email protected]
Ellen Mellody
570-209-2947
[email protected]
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Exhibit 99.2
Ispire Technology Announces Closing of $12.3 Million Public Offering
LOS ANGELES, March 26, 2024 – Ispire Technology Inc. (“Ispire” or the “Company”) (NASDAQ: ISPR), a leader in the research and development, design, commercialization, sales, marketing and distribution of branded e-cigarettes and cannabis vaping products, today announced the closing of a public offering of 2,050,000 shares of common stock at a price of $6.00 per share for gross proceeds of $12,300,000, prior to deducting the placement agent fees and offering expenses payable by the Company.
Roth Capital Partners acted as the lead placement agent for the offering. TFI Securities and Futures Limited acted as co-placement agent for the offering.
A registration statement on Form S-1 (File No. 333-276804) relating to the offering has been filed with the United States Securities and Exchange Commission (“SEC”), which was declared effective on March 21, 2024. A copy of the final prospectus relating to the offering may be obtained at the SEC’s website at www.sec.gov or from Roth Capital Partners, LLC, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, (800) 678-9147.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor will there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Ispire Technology Inc.
Ispire is engaged in the research and development, design, commercialization, sales, marketing, and distribution of branded e-cigarettes and cannabis vaping products. The Company’s operating subsidiaries own or license more than 200 patents received or filed globally. Ispire’s tobacco products are marketed under the Aspire brand name and are sold worldwide (except in the U.S., People’s Republic of China and Russia) primarily through its global distribution network. The Company’s cannabis products are marketed under the Ispire brand name primarily on an original design manufacturer (ODM) basis to other cannabis vapor companies. Ispire sells its cannabis vaping hardware only in the U.S., and it recently commenced its marketing activities in Canada and Europe. For more information, visit www.ispiretechnology.com or follow Ispire on Instagram, LinkedIn, Facebook, Twitter and YouTube.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”) as well as Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended, that are intended to be covered by the safe harbor created by those sections. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate,” “strategy,” “future,” “likely” or other comparable terms, although not all forward-looking statements contain these identifying words. All statements other than statements of historical facts included in this press release regarding the Company’s strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements. Such forward-looking statements are subject to risk and uncertainties, including, but not limited to, market conditions, the ability of the Company to satisfy the conditions to the closing of the offering, and those described in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Cautionary Note on Forward-Looking Statements” in the Registration Statement on Form S-1, as amended, initially filed with the SEC (Reg. No. 333-276804) on February 1, 2024 and any subsequent filings which Ispire makes with the U.S. Securities and Exchange Commission. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in the press release relate only to events or information as of the date on which the statements are made in the press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events except as required by law. You should read this press release with the understanding that our actual future results may be materially different from what we expect.
Contact:
For more information, kindly contact:
Investor Relations
Sherry Zheng
718.213.7386
[email protected]
Ellen Mellody
570-209-2947
[email protected]
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