AGM Group Announces Pricing of $20 Million Registered Direct Offering

Rhea-AI Summary

AGM Group Holdings Inc. (NASDAQ: AGMH) has announced a registered direct offering of $20 million of its Class A ordinary shares, expected to close around December 14, 2021. The offering includes 2,898,552 shares priced at $6.90 each, with investors also receiving warrants. Each share sold will be paired with one-half of a warrant, totaling 1,449,276 warrants at a strike price of $8.30. FT Global Capital, Inc. is the exclusive placement agent. The offering will be conducted under an effective shelf registration statement.

Positive

• Raised $20 million through registered direct offering.
• Warrants included could enhance future capital.
• Potential for growth through new capital infusion.

Negative

• Issuance of new shares may dilute existing shareholder value.
• Market uncertainty regarding the efficacy of proceeds usage.

BEIJING, Dec. 10, 2021 /PRNewswire/ -- AGM Group Holdings Inc. ("AGMH" or the "Company") (NASDAQ: AGMH), an integrated technology company focusing on providing fintech software services and producing high-performance hardware and computing equipment, today announced that it has entered into a securities purchase agreement with certain institutional investors for a registered direct offering of $20 million of its Class A ordinary shares, before payment of commissions and expenses.

The closing of the offering is expected to take place on or about December 14, 2021, subject to the satisfaction of customary closing conditions.

The offering consists of the sale of 2,898,552 Class A ordinary shares in a registered direct offering, at a purchase price of $6.90 per Class A ordinary share. Concurrently in a private placement with the same investors pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, for each Class A ordinary share purchased by an investor, an investor will receive from the Company one-half unregistered warrant, for an aggregate of number of 1,449,276 warrants. The 3.5-year warrants will be exercisable immediately from the date of issuance and have an exercise price of $8.30. The purchase price for one ordinary share and one-half corresponding warrant is $6.90.

FT Global Capital, Inc. is acting as the exclusive placement agent for this offering.

The offering of the Class A ordinary shares described above (but not the warrants or the Class A ordinary shares underlying the warrants) is being made pursuant to an effective "shelf" registration statement on Form F-3 (File No. 333-236897), previously filed with the U.S. Securities and Exchange Commission (the "SEC") on March 5, 2020, and declared effective on May 28, 2020. The offering will be made only by means of a prospectus supplement and accompanying prospectus. A final prospectus supplement and accompanying prospectus related to the offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. The warrants being offered in the concurrent private placement, along with the underlying Class A ordinary shares, have not been registered under the Securities Act of 1933, as amended (the "Securities Act") and are being offered and sold pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About AGM Group Holdings Inc.

Incorporated in April 2015 and headquartered in Beijing, China, AGM Group Holdings Inc. (NASDAQ: AGMH) is an integrated technology company focusing on providing fintech software services and producing high-performance hardware and computing equipment. AGMH's mission is to become one of the key participants and contributors in the global fintech and blockchain ecosystem. For more information, please visit www.agmprime.com.

Forward Looking Statements

This news release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. All statements other than statements of historical fact in this press release are forward-looking statements and involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These forward-looking statements are based on management's current expectations, assumptions, estimates and projections about the Company and the industry in which the Company operates, but involve a number of unknown risks and uncertainties, Further information regarding these and other risks is included in the Company's filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and actual results may differ materially from the anticipated results. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements.

For more information, please contact:

In China:

At the Company:
Email: ir@agmprime.com

The Blueshirt Group
Ms. Feifei Shen
Phone: +86 13466566136
Email: feifei@blueshirtgroup.com

The Blueshirt Group
Ms. Suwen Feng
Phone: +86 139-1711-0134
Email: suwen@blueshirtgroup.com

In the United States:

The Blueshirt Group
Ms. Julia Qian
Phone: +1 973-619-3227
Email: Julia@blueshirtgroup.com

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SOURCE AGM Group Holdings Inc.

FAQ

What is the total amount AGM Group is raising through this offering?

AGM Group is raising a total of $20 million through this registered direct offering.

What is the price of the shares in AGM Group's offering?

The shares are being offered at a price of $6.90 per Class A ordinary share.

When is the expected closing date for the AGM Group offering?

The closing of the offering is expected to take place on or about December 14, 2021.

What is the exercise price of the warrants issued by AGM Group?

The exercise price of the warrants is $8.30.

What are the potential impacts of the AGM Group offering on shareholders?

The issuance of new shares may dilute existing shareholder value, raising concerns among investors.