Dunxin Financial Holdings Limited Announces $162,500 Convertible Promissory Note Private Placement

Rhea-AI Summary

Dunxin Financial Holdings (OTC Pink: DXFFY) announced a private placement of a $162,500 convertible promissory note with Bucktown Capital, The note bears an 8% annual interest rate and matures in nine months. The investor can convert the note into American Depositary Shares (ADS) after six months at 75% of the lowest 10-day VWAP minus ADS fees. The company can prepay at 120% of the outstanding balance. Weekly ADS sales by the investor are to 15% of trading volume until 30 days after note satisfaction.

Positive

• Secured immediate funding of $162,500 through note placement
• Option for early prepayment available to the company
• Trading volume protection with 15% weekly sales limit

Negative

• 8% annual interest rate compounds daily
• 75% conversion price represents a 25% discount to market price
• Additional $0.03 per ADS fee reduces effective conversion price further
• Potential shareholder dilution upon conversion
• 120% premium required for prepayment

Insights

Financial Analyst

This $162,500 convertible note deal raises concerns about potential dilution and unfavorable terms. The conversion price at 75% of the lowest 10-day VWAP less fees is particularly problematic, creating a significant discount to market price. With a 8% interest rate and 120% prepayment penalty, the financing terms appear expensive.

The volume restriction limiting weekly sales to 15% of trading volume provides minimal protection given the small size of the deal and the company's micro-cap status ($2.17M market cap). This type of financing often leads to downward pressure on stock price once the 6-month holding period expires. The deal structure suggests the company may be facing challenges accessing traditional financing sources.

HONG KONG, Oct. 29, 2024 /PRNewswire/ -- Dunxin Financial Holdings Limited ("Dunxin" or the "Company") (OTC Pink: DXFFY), a company engaged in real estate operation management and investment and a digital technology security business in Hong Kong, today announced that on October 25, 2024, it entered into a securities purchase agreement to issue a convertible promissory note in the original principal amount of $162,500.00 (the "Note") to Bucktown Capital, LLC, a Utah limited liability company (the "Investor"), convertible into its American Depositary Shares ("ADS"), each representing 480 Class A ordinary shares, par value $0.00005 per share.

The Note bears interest at a rate of 8% per annum compounding daily. All outstanding principal and accrued interest on the Note will become due and payable on the date that is nine (9) months after the purchase price of the Note is delivered by the Investor to the Company (the "Purchase Price Date"). The Company may prepay all or a portion of the Note at any time by paying 120% of the outstanding balance elected for pre-payment. The Investor has the right at any time after the date that is six (6) months from the Purchase Price Date until the outstanding balance has been paid in full, at its election, to convert all or any portion of the Note into fully paid and non-assessable ADSs of the Company. ADSs shall be issued at a conversion price of seventy-five percent (75%) multiplied by the lowest daily VWAP during the ten (10) trading days immediately preceding the applicable measurement date less $0.03 (or other actual amount) to cover ADS issuance fees paid by the Investor. In addition, the Investor agreed that in any given calendar week (being from Sunday to Saturday of that week), the number of ADSs sold by it in the open market will not be more than fifteen percent (15%) of the weekly trading volume for the ADSs during any such week, provided that the restriction will end 30 days after satisfaction in full of the Note.

The transaction was closed on October 29, 2024, as all closing conditions have been satisfied.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

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

About Dunxin Financial Holdings Limited

Dunxin Financial Holdings Limited is a company engaged in real estate operation management and investment and a digital technology security business in Hong Kong, China. The Company was formerly a licensed microfinance lender serving individuals and SMEs in Hubei Province, China, but has suspended offering loans to its customers since 2020.

Safe Harbor Statement

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as "may, "will, "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company's goals and strategies; the Company's future business development; product and service demand and acceptance; changes in technology; economic conditions; the growth of market in China and the other international markets the Company plans to serve; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in China and the international markets the Company plans to serve and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward–looking statements to reflect events or circumstances that arise after the date hereof.

View original content:https://www.prnewswire.com/news-releases/dunxin-financial-holdings-limited-announces-162-500-convertible-promissory-note-private-placement-302290244.html

SOURCE Dunxin Financial Holding Limited

FAQ

What are the key terms of Dunxin Financial's (DXFFY) October 2024 convertible note?

The $162,500 note bears 8% annual interest, matures in 9 months, and is convertible into ADSs at 75% of the lowest 10-day VWAP minus fees after 6 months.

What is the conversion price for Dunxin Financial's (DXFFY) 2024 convertible note?

The conversion price is 75% of the lowest daily VWAP during the preceding 10 trading days, minus $0.03 for ADS issuance fees.

Can Dunxin Financial (DXFFY) prepay the October 2024 convertible note?

Yes, Dunxin can prepay all or part of the note at any time by paying 120% of the outstanding balance.