SECsense Logo

China Liberal Education Holdings Limited: December 2024 Financial Report & Share Offering Insights

$CLEU
Form 6-K
Filed on: 2024-12-23
Source
China Liberal Education Holdings Limited: December 2024 Financial Report & Share Offering Insights

Here are the key insights extracted from the financial report (Form 6-K) for China Liberal Education Holdings Limited:

  1. Reporting Period: The report is for the month of December 2024.
  2. Investment Agreement: The company has entered into definitive investment agreements (referred to as the "Offering") on December 23, 2024, with certain individual investors (the "Purchasers").
  3. Share Offering:
  • The company will offer an aggregate of 160,000,000 ordinary shares at a purchase price of US$0.13 per share.
  • The par value of these shares is US$0.015.
  • There are restrictions on further securities offerings for 180 calendar days following the closing of this transaction.
  1. Warrants:
  • Each Purchaser will receive an Ordinary Shares Purchase Warrant that entitles them to purchase 200% of the shares they agree to buy.
  • These warrants are exercisable immediately upon issuance at an initial price of US$0.45 per share and will expire five years from the issue date.
  • The exercise price will be adjusted to US$0.04 per share on the seventh calendar day following issuance, which is 24% of the minimum price on the issue date, with a maximum of 3,600,000,000 shares issuable upon exercise.
  1. Lock-up Agreement:
  • Ms. Ngai Ngai Lam, the Chairperson and CEO of the company, has entered into a lock-up agreement, restricting her from selling any securities she owns for 180 calendar days.
  1. Approval and Closing:
  • The Purchase Agreement and the transactions have been approved by the company's board of directors, and the transaction is expected to close on or prior to December 31, 2024.
  1. Exhibits: The report includes specific exhibits detailing the Securities Purchase Agreement, the Ordinary Shares Purchase Warrant, and the Lock-up Agreement, all dated December 23, 2024.
  2. Legal Disclaimer: The report emphasizes that this does not constitute an offer to sell or solicitation of an offer to buy these securities and that any sales will comply with applicable securities laws.

Overall, this document outlines a significant capital raising effort by China Liberal Education Holdings Limited, including the issuance of shares and warrants, alongside important corporate governance measures like lock-up agreements for key executives.