Ucommune International Ltd 6-K, filed Jan 25, 2023
Ucommune International Ltd (UK)
About this 6-K
Ucommune International Ltd filed this 6-K on January 25, 2023.
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 January 2023
Commission File Number: 001-39738
UCOMMUNE INTERNATIONAL LTD
(Exact name of registrant as specified in its charter)
Floor 8, Tower D
No. 2 Guang Hua Road
Chaoyang District, Beijing
People’s Republic of China, 100026
(Address of principal executive office)
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): Not Applicable
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): Not Applicable
EXPLANATORY NOTE
This current report on Form 6-K (this “Form 6-K”) and all the exhibits to this Form 6-K are incorporated by reference into the registration statement on Form F-3 of Ucommune International Ltd (File No. 333-257664) and the registration statement on Form F-3 of Ucommune International Ltd (File No. 333-266899), and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
1
Amendment to Securities Purchase Agreement, Debenture and Warrants
On January 26, 2022, Ucommune International Ltd (the “Company” or “we”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with JAK Opportunities LLC (the “Purchaser”) for a $3,000,000 principal amount 8% senior debenture convertible into Class A ordinary shares (the “Debenture”) and three series of warrants to purchase Class A ordinary shares (the “Warrants”).
On March 1, 2022, the Company and the Purchaser entered into amendment agreements (the “Initial Amendment Agreements”) to the Securities Purchase Agreement, Debenture and Warrants to set a floor price of $0.30 per Class A ordinary share, par value of US$0.0001 each (the “Floor Price”) for the conversion price of the Debenture and exercise price of the Warrants.
On April 22, 2022, the Company effected a share consolidation of 20 ordinary shares with par value of US$0.0001 each in the Company’s issued and unissued share capital into one ordinary share with par value of US$0.002 each of the Company (the “Share Consolidation”). Under the Initial Amendment Agreements, the Floor Price shall be proportionately decreased upon a stock split or share subdivision of Class A ordinary shares, and proportionately increased in the case of a reverse stock split or share combination of Class A ordinary shares. Following the Share Consolidation, the Floor Price became $6.00 per Class A ordinary share, par value of US$0.002 per share.
On August 29, 2022, the Company and the Purchaser entered into additional amendment agreements (the “Second Amendment Agreements”) to the Securities Purchase Agreement, Debenture and Warrants to amend the conversion price of the Debenture, the exercise price of the Warrants and the Floor Price to $4.50 per Class A ordinary share, par value of US$0.002 per share. The Second Amendment Agreements shall become effective on September 6, 2022, unless Nasdaq objects to any of amendments therein prior to such date.
On October 25, 2022, the Company and the Purchaser entered into additional amendment agreements (the “Third Amendment Agreements”) to the Securities Purchase Agreement, Debenture and Warrants to amend the conversion price of the Debenture, the exercise price of the Warrants and the Floor Price to $2.30 per Class A ordinary share, par value of US$0.002 per share. The Third Amendment Agreements shall become effective on November 4, 2022, unless Nasdaq objects to any of amendments therein prior to such date.
On January 24, 2023, the Company and the Purchaser entered into additional amendment agreements (the “Fourth Amendment Agreements,” and together with the Initial Amendment Agreements, the Second Amendment Agreements and the Third Amendment Agreements, the “Amendment Agreements”) to the Securities Purchase Agreement, Debenture and Warrants to amend the conversion price of the Debenture, the exercise price of the Warrants and the Floor Price to $1.30 per Class A ordinary share, par value of US$0.002 per share (the “Amended Floor Price”). In addition, the Maturity Date under and as defined in the Debenture shall be amended and restated from January 25, 2023 to July 25, 2023, and the Termination Date for purposes of the Series B Warrant shall be amended and restated to September 30, 2023. The Fourth Amendment Agreements shall become effective on February 7, 2023 unless Nasdaq objects to any of amendments therein prior to such date, except that the amended Maturity Date of the Debenture shall become effective upon execution.
2
The Amended Floor Price shall be proportionately decreased upon a stock split or share subdivision of Class A ordinary shares, and proportionately increased in the case of a reverse stock split or share combination of Class A ordinary shares. While the Debenture and Warrants remain outstanding, the Company shall not issue Class A ordinary shares or Ordinary Share Equivalents (as defined in the Securities Purchase Agreement) at a price per share or with a conversion or exercise price per share, as applicable, that is below the Amended Floor Price without the prior written consent of the Purchaser.
The foregoing summary of the Amendment Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of this document. Copies of the Fourth Amendment Agreements are attached hereto as Exhibits 4.1, 4.2 and 10.1, which are incorporated herein by reference.
Safe Harbor Statements
This Form 6-K contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “potential,” “continue,” “ongoing,” “targets,” “guidance” and similar statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s growth strategies; its future business development, results of operations and financial condition; its ability to understand members’ needs and provide products and services to attract and retain members; its ability to maintain and enhance the recognition and reputation of its brand; its ability to maintain and improve quality control policies and measures; its ability to establish and maintain relationships with members and business partners; trends and competition in China’s agile office space market; changes in its revenues and certain cost or expense items; the expected growth of China’s agile office space market; PRC governmental policies and regulations relating to the Company’s business and industry, and general economic and business conditions in China and globally and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the SEC. All information provided in this Form 6-K and in the attachments is as of the date of this Form 6-K, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.
3
EXHIBIT INDEX
4
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, thereunto duly authorized.
| UCOMMUNE INTERNATIONAL LTD | ||
| By: | /s/ Siyuan Wang | |
| Name: | Siyuan Wang | |
| Title: | CFO | |
Date: January 25, 2023
[Signature Page to Form 6-K]
5
Exhibit 4.1
UCOMMUNE INTERNATIONAL LTD
Floor 8, Tower D
No.2 Guang Hua Road
Chaoyang District, Beijing
People’s Republic of China, 100026
January 24, 2023
JAK Opportunities LLC
17 State Street, 2100
New York, New York 10004
Re: Debenture
Dear Sirs and Madams:
Reference is made to the Debenture, dated January 26, 2022 and amended on March 1, 2022, August 29, 2022 and October 25, 2022 (the “Debenture”), between Ucommune International Ltd and JAK Opportunities LLC (the “Holder”), as the holder thereof. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Debenture.
| 1. | Upon execution of this letter agreement, the “Maturity Date” under and as defined in the Debenture shall be amended and restated from January 25, 2023 to July 25, 2023. |
| 2. | Effective on February 7, 2023, unless Nasdaq objects to any of following amendments prior to such date: |
(i) Section 4(b) of the Debenture shall be amended and restated as follows:
“b) Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be $1.30, subject to adjustment herein.”
(ii) Section 9(j) of the Debenture shall be amended and restated as follows:
“j) Floor for Conversion Price of the Debentures. Notwithstanding anything to the contrary in the Transaction Documents, the Conversion Price of the Debentures shall in no event be lower than $1.30 (the “Floor Price”). The Floor Price shall be proportionately decreased upon a stock split or share subdivision of Ordinary Shares, and shall be proportionately increased in the case of a reverse stock split or share combination of Ordinary Shares. The Company agrees that while the Debentures remain outstanding, it will not issue Ordinary Shares or Ordinary Share Equivalents at a price per share or with a conversion or exercise price per share, as applicable, that is below the Floor Price without the prior written consent of the Holder.”
For the avoidance of doubt, the amended Conversion Price in Section 4(b) above and the amended Floor Price in Section 9(j) above have already been adjusted to reflect the share consolidation on April 22, 2022, in which every 20 ordinary shares with par value of US$0.0001 were consolidated into one ordinary share with par value of US$0.002.
The Debenture and this letter agreement shall be read together and shall have the same effect as if the Debenture and this letter agreement were contained in one document. Except as expressly modified by this letter agreement, the terms and obligations of the Debenture and the Transaction Documents remain unchanged and the Debenture and Transaction Documents shall continue in full force and effect.
This letter agreement shall be governed by, construed and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof.
If you are in agreement with the foregoing, please have this letter agreement executed by your authorized representative and return a copy to the undersigned.
| Very Truly Yours, | ||
| UCOMMUNE INTERNATIONAL LTD | ||
| By: | /s/ Siyuan Wang | |
| Name: | Siyuan Wang | |
| Title: | CFO | |
Confirmed and Agreed to:
JAK Opportunities LLC
| By: | /s/ Antonio Ruiz-Gimenez | |
| Name: | Antonio Ruiz-Gimenez | |
| Title: | Managing Member |
[Signature Page to Debenture Amendment]
Exhibit 4.2
UCOMMUNE INTERNATIONAL LTD
Floor 8, Tower D
No.2 Guang Hua Road
Chaoyang District, Beijing
People’s Republic of China, 100026
January 24, 2023
JAK Opportunities LLC
17 State Street, 2100
New York, New York 10004
Re: Warrants
Dear Sirs and Madams:
Reference is made to the Series A Warrant, Series B Warrant and Series C Warrant, each dated January 26, 2022, and amended on March 1, 2022, August 29, 2022 and October 25, 2022 (collectively, the “Warrants”), between Ucommune International Ltd and JAK Opportunities LLC (the “Holder”), as the holder named therein. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Warrants.
Effective on February 7, 2023, unless Nasdaq objects to any of following amendments prior to such date:
| 1. | For purposes of the Series B Warrant, the “Termination Date” shall be amended and restated to September 30, 2023; and, for avoidance of doubt, Footnote 2 of each Warrant shall be amended to change the “Termination Date” for Series B Warrants from the 12-month anniversary of the Effective Date to September 30, 2023. |
| 2. | Each of the Warrants shall be amended and restated as follows: |
(i) Section 2(b) of each of the Warrants shall be amended and restated as follows:
“b) Exercise Price. The exercise price per Ordinary Share under this Warrant shall be $1.30,4 subject to adjustment hereunder (the “Exercise Price”).”
(ii) Section 5(o) of each of the Warrants shall be amended and restated as follows:
“o) Floor for Exercise Price of the Warrant. Notwithstanding anything to the contrary in the Transaction Documents, the Exercise Price of the Warrant shall in no event be lower than $1.30 (the “Floor Price”). The Floor Price shall be proportionately decreased upon a stock split or share subdivision of Ordinary Shares, and shall be proportionately increased in the case of a reverse stock split or share combination of Ordinary Shares. The Company agrees that while the Warrant remains outstanding, it will not issue Ordinary Shares or Ordinary Share Equivalents at a price per share or with a conversion or exercise price per share, as applicable, that is below the Floor Price without the prior written consent of the Holder.”
For the avoidance of doubt, the amended Exercise Price in Section 2(b) above and the amended Floor Price in Section 5(o) above have already been adjusted to reflect the share consolidation on April 22, 2022, in which every 20 ordinary shares with par value of US$0.0001 were consolidated into one ordinary share with par value of US$0.002.
Each of the Warrants and this letter agreement shall be read together and shall have the same effect as if each such Warrant and this letter agreement were contained in one document. Except as expressly modified by this letter agreement, the terms and obligations of the Warrants and the Transaction Documents remain unchanged and the Warrants and Transaction Documents shall continue in full force and effect.
This letter agreement shall be governed by, construed and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof.
| 4 | Upon each exercise of the Series B Warrants, the holder thereof shall be entitled to deduct 10% of the aggregate exercise price thereof in connection with each such exercise as an original issuance discount. |
If you are in agreement with the foregoing, please have this letter agreement executed by your authorized representative and return a copy to the undersigned.
| Very Truly Yours, | ||
| UCOMMUNE INTERNATIONAL LTD | ||
| By: | /s/ Siyuan Wang | |
| Name: | Siyuan Wang | |
| Title: | CFO | |
Confirmed and Agreed to:
JAK Opportunities LLC
| By: | /s/ Antonio Ruiz-Gimenez | |
| Name: | Antonio Ruiz-Gimenez | |
| Title: | Managing Member |
[Signature Page to Warrant Amendment]
Exhibit 10.1
UCOMMUNE INTERNATIONAL LTD
Floor 8, Tower D
No.2 Guang Hua Road
Chaoyang District, Beijing
People’s Republic of China, 100026
January 24, 2023
JAK Opportunities LLC
17 State Street, 2100
New York, New York 10004
| Re: | Securities Purchase Agreement |
Dear Sirs and Madams:
Reference is made to the Securities Purchase Agreement, dated January 26, 2022 and amended on March 1, 2022, August 29, 2022 and October 25, 2022 (the “Securities Purchase Agreement”), between Ucommune International Ltd and JAK Opportunities LLC (the “Purchaser”), as the purchaser named therein. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement.
Effective on February 7, 2023, unless Nasdaq objects to the amended Floor Price (as defined below) prior to such date, Section 4.21 of the Securities Purchase Agreement shall be amended and restated as follows:
“4.21. Floor for Conversion Price of the Debentures and Exercise Price of the Warrants. Notwithstanding anything to the contrary in the Transaction Documents, neither the Conversion Price of the Debentures nor the Exercise Price of the Warrants shall be lower than $1.30 (the “Floor Price”). The Floor Price shall be proportionately decreased upon a stock split or share subdivision of Ordinary Shares, and shall be proportionately increased in the case of a reverse stock split or share combination of Ordinary Shares. The Company agrees that while the Debentures and Warrants remain outstanding, it will not issue Ordinary Shares or Ordinary Share Equivalents at a price per share or with a conversion or exercise price per share, as applicable, that is below the Floor Price without the prior written consent of the Purchaser.”
For the avoidance of doubt, the amended Floor Price in Section 4.21 above has already been adjusted to reflect the share consolidation on April 22, 2022, in which every 20 ordinary shares with par value of US$0.0001 were consolidated into one ordinary share with par value of US$0.002.
The Securities Purchase Agreement and this letter agreement shall be read together and shall have the same effect as if the Securities Purchase Agreement and this letter agreement were contained in one document. Except as expressly modified by this letter agreement, the terms and obligations of the Securities Purchase Agreement and the Transaction Documents remain unchanged and the Securities Purchase Agreement and Transaction Documents shall continue in full force and effect.
This letter agreement shall be governed by, construed and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof.
If you are in agreement with the foregoing, please have this letter agreement executed by your authorized representative and return a copy to the undersigned.
| Very Truly Yours, | ||
| UCOMMUNE INTERNATIONAL LTD | ||
| By: | /s/ Siyuan Wang | |
| Name: | Siyuan Wang | |
| Title: | CFO | |
| Confirmed and Agreed to: | ||
| JAK Opportunities LLC | ||
| By: | /s/ Antonio Ruiz-Gimenez | |
| Name: | Antonio Ruiz-Gimenez | |
Title: |
Managing Member |
|
[Signature Page to Securities Purchase Agreement Amendment]