UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
Registered Direct Offering
On January 15, 2025, ATIF Holdings Limited (the “Company”) entered into certain securities purchase agreement (the “Purchase Agreement”) with certain non-affiliated institutional investors (the “Purchasers”) pursuant to which the Company agreed to sell 3,820,000 of its ordinary shares (“Ordinary Shares”) in a registered direct offering (the “Offering”), for gross proceeds of approximately $4.7 million. The purchase price for each Ordinary Share is $1.25.
The Company agreed in the Purchase Agreement that it would not issue any Ordinary Shares, or ordinary share equivalents for thirty (30) calendar days following the closing of the Offering subject to certain exceptions.
The Company currently intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering closed on January 21, 2025.
A copy of the form of the Purchase Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing summary of the terms of the Purchase Agreement is subject to, and qualified in its entirety by such document.
A copy of the legal opinion issued by the Company’s British Virgin Islands counsel Ogier is attached hereto as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 5.1 | Legal Opinion of Ogier | |
| 10.1 | Form of the Purchase Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ATIF Holdings Limited | ||
| By: | /s/ Jun Liu | |
| Jun Liu | ||
| Chief Executive Officer | ||
Date: January 21, 2025
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