China Finance Online Announces $13.2 Million Private Placement of Ordinary Shares and Warrants

Rhea-AI Summary

China Finance Online Co. Limited (NASDAQ: JRJC) announced a private placement of 110 million ordinary shares, totaling $13.2 million at $6.00 per ADS. Investors will also receive a warrant for an additional 110 million shares at $7.60 per ADS, exercisable over 5 years. The transactions are subject to customary closing conditions, including shareholder approval. The shares have not been registered under U.S. laws, and a 180-day lock-up agreement is in place for investors. The company aims to file a registration statement for the shares issued.

Positive

• Successful private placement of 110 million ordinary shares raising $13.2 million.
• Issuance of warrants could lead to additional capital influx if exercised.

Negative

• Shares sold in the private placement are unregistered, limiting immediate trading options.
• Company faces substantial doubt about its ability to continue as a going concern.

BEIJING, Dec. 27, 2021 /PRNewswire/ -- China Finance Online Co. Limited ("China Finance Online", or the "Company", "we", "us" or "our") (NASDAQ: JRJC), a leading web-based financial services company that provides Chinese individual investors with fintech-powered online access to securities trading services, wealth management products, securities investment advisory services, as well as financial database and analytics services to institutional customers, today announced that it has entered into certain securities purchase agreements with certain accredited investors and the Company's senior management persons for private placements of 110 million Company's ordinary shares (or 2,200,000 ADS) for an aggregate consideration of $13.2 million at a per share price equals to $6.00 per ADS, each representing 50 ordinary shares of the Company. In addition, pursuant to the securities purchase agreements, the Company will issue to the investors a warrant to purchase up to 110 million ordinary shares (or 2,200,000 ADS) in aggregate, at an exercise price equals to $7.60 per ADS. These warrants will be exercisable in whole or in part for 5 years, and subject to certain conditions and adjustments.

These transactions are subject to customary closing conditions, including shareholder's approval, and the closings are expected to take place in the near future. The securities sold in the private placements have not been registered under the Securities Act of 1933, as amended, or state securities laws as of the time of issuance and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements. The investors agree to enter into a lock-up agreement for a lock-up period of 180 days from the closing. The Company agrees to use commercially reasonable efforts to file a registration statement in connection with the ordinary shares issued in these transactions.

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

About China Finance Online

China Finance Online Co. Limited is a leading web-based financial services company that provides Chinese individual investors with fintech-powered online access to securities trading services, wealth management products, securities investment advisory services, as well as financial database and analytics services to institutional customers.  The Company's prominent flagship portal site, www.jrj.com, is ranked among the top financial websites in China.  In addition to the web-based securities trading platform, the Company offers basic financial software, information services and securities investment advisory services to retail investors in China.  Through its subsidiary, Shenzhen Genius Information Technology Co. Ltd., the Company provides financial database and analytics to institutional customers including domestic financial, research, academic and regulatory institutions.  China Finance Online also provides brokerage services in Hong Kong.

Safe Harbor Statement

This press release contains forward-looking statements which constitute "forward-looking" statements within the meaning of 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.  The statements contained herein reflect management's current views with respect to future events and financial performance.  These forward-looking statements are subject to certain risks and uncertainties that could cause the actual results to differ materially from those in the forward-looking statements, all of which are difficult to predict and many of which are beyond the control of the Company.  These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements.  Among other things, this release contains the following forward-looking statements regarding:

• liquidity and sources of funding, including our ability to continue operating as a going concern;
• our prospect and our ability to attract new users;
• our prospect on building a comprehensive wealth management ecosystem through providing a fully-integrated online communication and securities-trading platform;
• our prospect on stabilization in cash attrition and improvement of our financial position;
• our initiatives to address customers' demand for intuitive online investment platforms and alternative investment opportunities; and
• the market prospect of the business of securities-trading, securities investment advisory and wealth management.

Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, which risk factors and uncertainties include, amongst others, substantial doubt about ability to continue as a going concern, the outbreak of COVID-19 or other health epidemics in China or globally, changing customer needs, regulatory environment and market conditions that we are subject to; the uneven condition of the world and Chinese economies that could lead to volatility in the equity markets and affect our operating results in the coming quarters; the impact of the changing conditions of the mainland Chinese stock market, Hong Kong stock market and global financial markets on our future performance; the unpredictability of our strategic transformation and growth of new businesses; the prospect of our margin-related business and the degree to which our implementation of margin account screening and ongoing monitoring will yield successful outcomes; the degree to which our strategic collaborations with partners will yield successful outcomes; the prospects for China's high-net-worth and middle-class households; the prospects of equipping our customer specialists with new technology, tools and financial knowledge; wavering investor confidence that could impact our business; and possible non-cash goodwill, intangible assets and investment impairments may adversely affect our net income.  Furthermore, we have recurring losses from operation and inability to generate sufficient cash flow to meet our obligation and sustain our operations and face uncertainty as to the operation impact of the COVID-19 outbreak, that raise substantial doubt about our ability to continue as a going concern.  Further information regarding these and other risks is included in the Company's filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F under "Forward-Looking Information" and "Risk Factors".  The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.

For more information, please contact:

China Finance Online
+86-10-8336-3100
ir@jrj.com

Kevin Theiss
Awaken Advisors
(212) 521-4050
kevin@awakenlab.com

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SOURCE China Finance Online Co., Ltd.

FAQ

What is the total amount raised in the private placement by China Finance Online (JRJC)?

China Finance Online raised a total of $13.2 million through the private placement of 110 million ordinary shares.

What is the exercise price for the warrants issued in the JRJC private placement?

The warrants issued in the private placement have an exercise price of $7.60 per ADS.

What are the closing conditions for the private placement announced by JRJC?

The private placement's closing is subject to customary conditions, including shareholder approval.

How long is the lock-up period for investors in the JRJC private placement?

Investors are subject to a lock-up period of 180 days following the closing of the private placement.

What risks does China Finance Online (JRJC) face after the private placement?

The company faces risks including substantial doubt about its ability to continue as a going concern and limitations due to unregistered shares.