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EZGO Technologies Ltd. (NASDAQ:EZGO) announced Wednesday that it has entered into a warrant exchange agreement with certain holders of its existing warrants. The agreement involves retiring and canceling 5,389,126 existing warrants, which were originally issued in September 2023, in exchange for 1,246,000 ordinary shares and 10,879,534 pre-funded warrants.
According to the company’s statement, the exchange was executed on Tuesday. Each pre-funded warrant entitles the holder to purchase one ordinary share at an exercise price of $0.04 per share. The pre-funded warrants are exercisable immediately and may be exercised at any time within six months from the date of issuance, subject to beneficial ownership limitations of either 4.99% or 9.99%, as elected by the holders.
The company agreed to issue the ordinary shares and pre-funded warrants within one trading day of the execution of the exchange agreement. The exchange shares and pre-funded warrants are being issued under an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933.
As part of the agreement, EZGO Technologies has committed not to undertake certain actions without prior written consent from the holders for a period of 45 days. These actions include implementing any share combination or reverse split, offering or selling additional ordinary shares or related securities, filing registration statements, or entering into arrangements that transfer economic consequences of share ownership, subject to certain exceptions.
The company stated that no fractional ordinary shares will be issued upon exercise of the pre-funded warrants, and any fractional interest will be rounded up to the nearest whole share.
This information is based on a press release statement included in the company’s recent filing with the U.S. Securities and Exchange Commission.
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