Benzinga | Feb 9, 2021 09:02AM EST

SOS Limited Prices 23.88M ADS Offering For Exercise Price $2/ADS

SOS Limited (NYSE:SOS) (the "Company" or "SOS") today announced the agreement by several accredited investors to exercise certain warrants to purchase up to an aggregate of 23,880,000 of its American Depositary Shares ("ADSs") issued by the company on January 20, 2021, at an exercise price of $2.00.

The ADSs issuable upon exercise of the warrants are registered pursuant to a registration statement on Form F-3 (File No. 333-252279) which became effective by the Securities and Exchange Commission (SEC) on February 8, 2021. The gross proceeds to the company from the exercise of the warrants are expected to be approximately $48 million, prior to deducting placement agent fees and estimated offering expenses.

Maxim Group LLC is acting as the exclusive financial advisor for the offering.

In consideration for the immediate exercise of the warrants for cash, the exercising holders will receive new unregistered warrants to purchase ADSs in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"). The warrants will be exercisable into an aggregate of up to 23,880,000 ADSs, at an exercise price of $4.05 per ADS, which have a term of exercise approximately equal to five years.

SOS intends to use the proceeds from the offering to develop its planned blockchain-based cryptocurrency mining and security and insurance technology business and acquisition in the cryptocurrency industry as well as for working capital and general corporate use.

The new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the 1933 Act and, along with the ADSs issuable upon their exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The company has agreed to file a registration statement with the SEC covering the resale of the ADSs issuable upon exercise of the new warrants.

This press release shall not constitute an offer to sell or a 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 the registration or qualification under the securities laws of any such state or jurisdiction.