As previously disclosed, on March 31, 2023, MMTEC, Inc. (the "Company") commenced a registered direct offering of Senior Convertible Promissory Notes with an institutional investor (the "Purchaser") pursuant to a securities purchase agreement (the "Agreement") of the same date. Pursuant to the Agreement the Purchaser may purchase Senior Convertible Promissory Notes (the "Notes") in the aggregate original principal amount of not more than $70 million. The Notes will mature on the second anniversary of their issuance date. The Notes have an original issue discount of 20%, resulting in an aggregate purchase price for the Offering of up to $56 million assuming the full purchase of Notes under the Agreement. Pursuant to the Agreement, the period during which the Purchaser may purchase the Notes began on March 31, 2023 (the "Effective Date") and ends on May 11, 2023, the 30th business day after the Effective Date. There is no minimum commitment under the Agreement.

Investor may convert all or any part the outstanding balance of the Note at any time after the Effective Date into the Company's ordinary shares, par value $0.01 (the "Ordinary Shares"), at a price equal to 75% multiplied by the lowest closing price during the five trading days immediately preceding the date of the conversion notice, subject to a floor price of $0.30 per share, as adjusted pursuant to the terms of the Note, as well as certain adjustments and ownership limitations specified in the Note.

The Company will not effect any conversion of the Note to the extent that, as a result of such conversion, the holder of the Note together with its affiliates, or its designee, on an individual basis, would beneficially own more than 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon such conversion of the Note.

A copy of the legal opinion issued by the Company's British Virgin Islands counsel, Ogiers (Hong Kong), in connection with the offering is attached hereto as Exhibit 5.1.

EXHIBIT INDEX

Exhibit No. Description
5.1 Opinion of Ogiers

Attachments

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MMTEC Inc. published this content on 10 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2023 17:31:05 UTC.