The conclusion of an important definitive agreement.
Hudson Capital Inc. (“Hudson Capital”) previously announced that on September 16, 2021, Hudson Capital entered into a securities purchase agreement (the “Purchase Agreement”) with ATW Opportunities Master Fund, LP (“ATW” ) pursuant to which Hudson Capital has agreed to sell for an aggregate purchase price of $ 2,700,000, a total of 630,000 common shares, with a par value of $ 0.005 (the “Common Shares”) of Hudson Capital and a pre-funded warrant (the “Warrant”) to purchase 650,000 common shares (the “Securities Purchase”). Closing of the purchase of securities would be subject to customary closing conditions. The net proceeds from the purchase of securities, after expenses, will be approximately $ 2.6 million, of which $ 1.5 million will be used to finance a loan to Fr8App (the “Fr8App Loan”) evidenced by a note. promissory note issued by Fr8App to Hudson Capital dated September 16, 2021 (the “Promissory Note”). In connection with the Fr8App loan, Fr8App also issued to Hudson Capital a warrant (the “Fr8App warrant”) to purchase certain securities of Fr8App for a total value of $ 2,700,000. Hudson Capital agreed to assign the Fr8App Warrant it received from Fr8App hereunder to ATW and signed a Warrant Assignment Agreement on the same date. The entry into force of the Fr8App Loan and the Fr8App Warrant is conditional on the closing of the Purchase of Securities by ATW.
The Purchase of Securities was completed on September 28, 2021.
The common shares, the warrant and the common shares underlying the warrant are issued in accordance with a prospectus supplement dated September 28, 2021 and the prospectus included in the registration statement of the company on Form F- 3 (registration number 333-233408), which was filed with the Securities and Exchange Commission (the “Commission”) on August 22, 2019 and was declared effective on September 19, 2019, and a prospectus supplement which has was filed with the Commission at the closing of the purchase of securities.
Participants in the call for tenders
Hudson Capital and its directors and officers may be considered participants in the solicitation of proxies from the shareholders of Hudson Capital with respect to the merger. A list of the names of such directors and officers and a description of their interests in Hudson Capital will be included in the prospectus / proxy statement for the proposed merger and will be available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the prospectus / proxy statement for the proposed merger when available. Information on the directors and officers of Hudson Capital and their ownership of Hudson Capital common shares is set out in Hudson Capital’s Annual Report on Form 20-F, dated May 5, 2021. These documents may be obtained free of charge from sources listed above. .
Fr8App and its directors and officers may also be considered participants in the solicitation of proxies from the shareholders of Hudson Capital in connection with the proposed merger. A list of the names of such directors and officers and information regarding their interests in the proposed merger will be included in the prospectus / proxy statement for the proposed merger.
This Form 6-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results of Hudson Capital and Fr8App may differ from their expectations, estimates and projections and, therefore, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect”, “estimate”, “project”, “budget”, “plan”, “anticipate”, “intend to”, “plan”, “power”, “power”, “Could”, “should,” “believes”, “predicted”, “potential”, “continue” and similar expressions (or negative versions of such words or phrases) are intended to identify these forward-looking statements. These forward-looking statements include, without limitation, the expectations of Hudson Capital and Fr8App with respect to the future performance and anticipated financial impacts of the proposed acquisition, the satisfaction of the closing conditions of the proposed acquisition and the timetable for completing the proposed acquisition. .
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are beyond the control of Hudson Capital and Fr8App and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstance that could result in the termination of the Definitive Merger Agreement (the “Agreement”); (2) the outcome of any legal proceedings which may be brought against Hudson Capital or Fr8App following the announcement of the Agreement and the transactions contemplated therein; (3) the inability to complete the proposed acquisition, in particular due to the inability to obtain the approval of the shareholders of Hudson Capital and the shareholders of Fr8App, of certain regulatory approvals or to meet other conditions of closure of the Agreement; (4) the occurrence of any event, change or other circumstance which could result in the termination of the Agreement or could otherwise prevent the closing of the transaction; (5) the impact of the COVID-19 pandemic on Fr8App’s business and / or the ability of the parties to complete the proposed acquisition; (6) the inability to obtain or maintain the listing of the common shares of Hudson Capital on the Nasdaq as a result of the proposed merger; (7) the risk that the proposed acquisition will disrupt current plans and operations following the announcement and completion of the proposed merger; (8) the ability to recognize the anticipated benefits of the proposed merger, which may be affected, among other things, by competition, the ability of Fr8App to grow and manage its growth profitably, and to retain its key employees; (9) costs associated with the proposed merger; (10) changes in applicable laws or regulations; (11) the possibility that Hudson Capital or Fr8App will be adversely affected by other economic, commercial and / or competitive factors; (12) risks related to the uncertainty of forecast financial information with respect to Fr8App; (13) risks related to the organic and inorganic growth of Fr8App’s activity and the calendar of expected commercial milestones; and (14) other risks and uncertainties indicated from time to time in the prospectus / proxy statement on Form S-4, relating to the proposed merger, including those referred to under “Risk Factors”, which must be filed by Hudson Capital and in Hudson Other filings by Capital with the SEC. Hudson Capital cautions that the above list of factors is not exclusive. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results could differ materially from those indicated or anticipated by these forward-looking statements. Hudson Capital and Fr8App caution readers not to place undue reliance on forward-looking statements, which speak only as of the date they are posted. Hudson Capital and Fr8App do not undertake or accept any obligation or commitment to publicly post any updates or revisions to forward-looking statements to reflect any change in their expectations or any change in the events, conditions or circumstances upon which such statement is based.
No offer or solicitation
This Form 6-K does not constitute a solicitation of any proxy, consent or authorization with respect to any security or with respect to the proposed merger. This Form 6-K also does not constitute an offer to sell or the solicitation of an offer to buy securities, and there will be no sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Hudson Capital Inc. published this content on September 28, 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on September 28, 2021 09:31:04 PM UTC.