UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 26, 2024
| SINGULARITY FUTURE TECHNOLOGY LTD. |
| (Exact name of registrant as specified in its charter) |
| Virginia | | 001-34024 | | 11-3588546 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
98 Cutter Mill Road
Suite 322
Great Neck, NY11021
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (718) 888-1814
| Not Applicable |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, no par value | | SGLY | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, 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 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on November 15, 2023, Singularity Future Technology Ltd. (the “Company”) entered into a Subscription Agreement with ten individual investors (the “Investors”), under which the Company agreed to sell to the Investors an aggregate of 17,000,000 shares of its common stock (the “Common Stock”) and 17,000,000 warrants, with each warrant initially exercisable to purchase one share of Common Stock at an exercise price of $0.607 per share (each a “Warrant” and collectively, “Warrants”), at an aggregate price of US$9,860,000 in a private placement.
On January 26, 2024, the Company entered into an Amendment to Subscription Agreement (the “Amendment”) with the Investors. The Amendment provides, among other things, that Nasdaq’s authorization shall have been obtained for the issuance of the securities under the Subscription Agreement and the Company stockholders’ approval shall have been obtained before the Warrants are issued to the Investors.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, the form of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
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.
| Dated: January 30, 2024 | Singularity Future Technology Ltd. |
| | | |
| | By: | /s/ Ziyuan Liu |
| | Name: | Ziyuan Liu |
| | Title: | Chief Executive Officer |
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