Recon Technology, Ltd F-3/A, filed Aug 5, 2020
Recon Technology, Ltd (RCON)
As filed with the Securities and Exchange Commission on August 5, 2020
Registration No. 333-239910
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RECON TECHNOLOGY, LTD
(Exact name of registrant as specified in its charter)
| Cayman Islands | N/A | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Room 1902, Building C, King Long International
Mansion
No. 9 Fulin Road, Beijing, 100107
People’s Republic of China
+86 (10) 8494-5799 — telephone
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
C T Corporation System
28 Liberty St.
New York, NY 10005
+1-212-894-8940 — telephone
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Anthony W. Basch, Esq.
Kaufman & Canoles, P.C.
Two James Center, 14th Floor
1021 East Cary Street
Richmond, Virginia 23219
+1-804-771-5700 — telephone
+1-888-360-9092 — facsimile
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ¨
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Aggregate Price Per Share(2) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee(3) |
||||||||||||
| Ordinary Shares, $0.0925 par value, issuable upon exercise of warrants(4)(5) | 2,591,112 | $ | 1.25 | $ | 3,238,890 | $ | 421 | |||||||||
| (1) | All shares registered pursuant to this registration statement are to be offered for resale by the Selling Shareholders (defined below). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers such indeterminate number of additional Ordinary Shares of the registrant, $0.0925 par value per share, issued to prevent dilution resulting from stock splits, stock dividends or similar events. No additional consideration will be received for such additional number of Ordinary Shares, and therefore no registration fee is required pursuant to Rule 457(i) under the Securities Act. |
| (2) | Calculated pursuant to Rule 457(g) under the Securities Act. |
| (3) | Calculated pursuant to Rule 457(o) under the Securities act of 1933, as amended. |
| (4) | As described in greater detail in the prospectus contained in this registration statement, the Ordinary Shares to be offered for resale by selling shareholders include an aggregate of 2,591,112 Ordinary Shares underlying warrants to purchase Ordinary Shares issued to the selling shareholders in connection with private placement transactions. Among the 2,591,112 Ordinary Shares underlying the warrants, 911,112 Ordinary Shares are issuable upon exercise of certain amended and restated Ordinary Share purchase warrants issued on June 30, 2020, and 1,680,000 Ordinary Shares are issuable upon exercise of certain Ordinary Share purchase warrants issued on June 30, 2020. |
| (5) | Relates to the Ordinary Shares underlying the Ordinary Share purchase warrants, if such warrants are exercised for cash. If such warrants are exercised on a cashless basis, then the underlying Ordinary Shares shall be covered by the registration fee in respect of the Ordinary Shares. |
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Explanatory Note
This Pre-Effective Amendment No. 1 to the Registration Statement is being filed for the sole purpose of filing updated Exhibits 5.1 and 23.2 (included in Exhibit 5.1).
Item 9. Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on August 5, 2020.
| RECON TECHNOLOGY, LTD | ||
| By: | /s/ Shenping Yin | |
| Name: | Shenping Yin | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| By: | /s/ Jia Liu | |
| Name: | Jia Liu | |
| Title: | Chief Financial Officer | |
| (Principal Accounting and Financial Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, the following persons in the capacities and on the dates indicated have signed this Registration Statement or Amendment thereto on Form F-3.
| SIGNATURE | TITLE | DATE | ||||
| /s/ Shenping Yin | Chief Executive Officer and Director | August 5, 2020 | ||||
| Shenping Yin | (Principal Executive Officer) | |||||
| /s/ Jia Liu | Chief Financial Officer | August 5, 2020 | ||||
| Jia Liu | (Principal Accounting and Financial Officer) | |||||
| /s/ Huan Liu | August 5, 2020 | |||||
| Huan Liu | (Authorized Representative in the United States) | |||||
| * | Chief Technology Officer and Director | August 5, 2020 | ||||
| Guangqiang Chen | ||||||
| * | Director | August 5, 2020 | ||||
| Yongquan Bi | ||||||
| * | Director | August 5, 2020 | ||||
| Shudong Zhao | ||||||
| * | Director | August 5, 2020 | ||||
| Jijun Hu | ||||||
| * | Director | August 5, 2020 | ||||
| Nelson N.S. Wong | ||||||
| * | Director | August 5, 2020 | ||||
| Yonggang Duan | ||||||
| *By: /s/ Jia Liu | ||||||
| Jia Liu, As Attorney-in-Fact | ||||||
Exhibit 5.1
By Email
Recon Technology, Ltd Room 1902, Building C King Long International Mansion No. 9 Fulin Road Beijing 100107 People’s Republic of China
5 August 2020
Dear Sirs,
Recon Technology, Ltd |
Campbells Floor 4, Willow House, Cricket Square Grand Cayman KY1-9010 Cayman Islands | |
|
T +1 345 949 2648 F +1 345 949 8613 E rlaws@campbellslegal.com
campbellslegal.com
| ||
|
Our Ref: 11963-27899 Your Ref: Recon Technology, Ltd | ||
|
CAYMAN | BVI | HONG KONG
|
We are Cayman Islands counsel for Recon Technology, Ltd, a Cayman Islands exempted company (the “Company”), in connection with the Company’s Registration Statement on Form F-3 (File No. 333-239910) originally filed with the U.S. Securities and Exchange Commission in the United States (the “Commission”) on 17 July 2020 (“Registration Statement”), as amended, relating to the resale (“Resale”) by the selling shareholders identified in the Registration Statement, of 2,591,112 ordinary shares of the Company, par value US$0.0925 per share (“Warrant Shares”) issuable upon the exercise of Warrants (as defined below).
In connection with rendering our opinion as set forth below, we have reviewed and examined the following:
| 1 | A copy of the Company’s certificate of incorporation issued by the Registrar of Companies on 21 August 2007. |
| 2 | Copy of the Memorandum of Association and Articles of Association of the Company as adopted by the Company by a special resolution of the shareholders on the 29 January 2015 (the “Shareholders Resolution”) and as filed with the Registrar of Companies on 23 February 2015 certified as true by Shenping Yin pursuant to the Directors Certificate (“Constitutional Documents”). |
| 3 | A copy of written resolutions of the Directors of the Company dated 21 May 2020 and 26 June 2020. |
| 4 | An electronic copy of the Registration Statement. |
| 5 | A copy of the Register of Directors of the Company, certified as true by Shenping Yin pursuant to the Director’s Certificate. |
| 6 | Copy of a Certificate of a Director of the Company dated 15 July 2020 (the “Director’s Certificate”). |
| 7 | A copy of the Certificate of Good Standing of the Company issued by the Registrar of Companies dated 29 June 2020 (“Certificate Date”). |
| 8 | Securities Purchase Agreements entered into by and among the Company and each of L1 Capital Global Opportunities Master Fund, CVI Investments Inc., Intracoastal Capital, LLC and Hudson Bay Master Fund Ltd being the purchasers of Warrants (the “Purchase Agreements”) dated 21 May and 26 June 2020. |
| 9 | Amended and Restated Ordinary Share Purchase Warrants originally issued by the Company to each of L1 Capital Global Opportunities Master Fund, Intracoastal Capital, LLC, CVI Investments Inc and Hudson Bay Master Fund Ltd (the “Amended Warrants”) on 26 May 2020. |
| 10 | Ordinary Share Purchase Warrants issued by the Company to each of L1 Capital Global Opportunities Master Fund, Intracoastal Capital, LLC, CVI Investments Inc and Hudson Bay Master Fund Ltd (the “New Warrants” and together with the Amended Warrants the “Warrants”) on 30 June 2020. |
The Purchase Agreements and the Warrants hereinafter referred to as the “Documents” and together with the Registration Statement the “Transaction Documents”. The documents set out in paragraphs 1-7 (inclusive) above hereinafter referred to as the “Corporate Documents”.
The following opinion is given only as to matters of Cayman Islands law and we express no opinion with respect to any matters governed by or construed in accordance with the laws of any jurisdiction other than the Cayman Islands. We have assumed that there is nothing under any law (other than the laws of the Cayman Islands) that would affect or vary the following opinion. Specifically, we have made no independent investigation of the laws of the United States of America and we offer no opinion in relation thereto. We offer no opinion in relation to any representation or warranty given by any party to the Transaction Documents save as specifically hereinafter set forth. This opinion is strictly limited to the matters stated in it, does not apply by implication to other matters, and only relates to (1) those circumstances or facts specifically stated herein and (2) the laws of the Cayman Islands, as they respectively exist at the date hereof.
In giving this opinion we have assumed, without independent verification:
| (a) | the genuineness of all signatures and seals, the authenticity of all documents submitted to us as originals, the conformity of all copy documents or the forms of documents provided to us to their originals or, as the case may be, to the final form of the originals and that any markings showing revisions or amendments to documents are correct and complete; |
| (b) | that the copies produced to us of minutes of meetings and/or of resolutions are true copies and correctly record the proceedings of such meetings and/or the subject matter which they propose to record and that all factual statements therein contained are true and correct and that any meetings referred to in such copies were duly convened and held and that all resolutions set out in such copy minutes or resolutions were duly passed and are in full force and effect and that all factual statements made in such resolutions, the Director’s Certificate and any other certificates and documents on which we have relied are true and correct (and continue to be true and correct); |
| (c) | that the statutory registers of directors and officers, members, mortgages and charges and the minute book of the Company are true, complete, accurate and up to date; |
| (d) | the accuracy of all representations, warranties and covenants as to factual matters made by the parties to the Transaction Documents and any other documents reviewed by us; |
| (e) | the Constitutional Documents will not be amended in any manner that would affect the opinions set out herein; |
| (f) | the Company will issue the Warrant Shares in furtherance of its objects set out in its Constitutional Documents; |
| (g) | that upon issuance of the Warrant Shares the Company will receive consideration for the full issue price which shall not be less than the par value thereof; |
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| (h) | the capacity, power and authority of each of the parties to the Documents, other than the Company where a party, to enter into and perform its respective obligations under the Documents and due execution by each of such parties (other than the Company) of the Documents; |
| (i) | that there is no provision of the law of any jurisdiction and nothing underlying any law (other than the Cayman Islands) which would have any implication in relation to, or which might affect, the opinions expressed herein; |
| (j) | the validity and binding effect under the laws of the State of New York of the Transaction Documents in accordance with their respective terms including submission by the Company to the exclusive jurisdiction of the state and federal courts of the United States of America located in the City of New York, Borough of Manhattan; |
| (k) | the validity and binding effect under the laws of the United States of America of the Registration Statement; |
| (l) | the Resale and the transactions contemplated thereunder complies with the requirements of the applicable rules of the Nasdaq Stock Market; and |
| (m) | that there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Transaction Documents or which materially affect, amend or vary the transactions contemplated by the Registration Statement. |
Based upon the foregoing and in reliance thereon, it is our opinion that:
| (i) | As of the Certificate Date, the Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands; |
| (ii) | The Warrant Shares as described in the Registration Statement have been duly authorised and will, upon (i) exercise of the Warrants by the selling shareholders, (ii) the receipt of full payment from the selling shareholders, issuance and delivery in accordance with the terms of the Warrants described in the Registration Statement and (iii) registration in the register of members (shareholders) of the Company, be validly issued, fully paid and non-assessable. |
The foregoing opinion is subject to the following reservations and qualifications:
| 1 | Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands and there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Warrant Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court. |
| 2 | In this opinion letter, the phrase “non-assessable” means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
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| 3 | We neither express nor imply any opinion as to any representation or warranty given by the Company in the Transaction Documents as to its capability (financial or otherwise) to undertake the obligations assumed by it under the Documents. |
| 4 | To maintain the Company in good standing under the laws of the Cayman Islands annual fees must be paid and annual returns made to the Registrar of Companies. The annual fees are payable by the Company and will not affect the non-assessable nature of the Warrant Shares. |
We hereby consent to the use of this opinion as an exhibit to the Registration Statement filed with the Commission and to the use of our name under the caption “Legal Matters” in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
Yours faithfully
/Sgd/
Campbells
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