蓝帽子美股招股说明书(2021-02-01版)

424B5 1 e2399_424b5.htm FORM 424B5 PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5) (To Prospectus dated October 6, 2020)File No. 333-249056 7,160,000 Ordinary Shares Blue Hat Interactive Entertainment Technology We are offering 7,160,000 of our ordinary shares, par value $0.001 per share, directly to two institutional investors pursuant to this prospectus supplement, the accompanying prospectus, and that certain Securities Purchase Agreement, dated February 1, 2021, by and among Blue Hat Interactive Entertainment Technology (the “Company”) and the institutional investors signatories thereto. We are offering the ordinary shares in this offering at a price per share of $1.06. In a concurrent private placement, we are also selling to such investors warrants to purchase up to an aggregate of 3,580,000 ordinary shares. The warrants are exercisable immediately, at an exercise price of $1.33 per ordinary share, and expire three years from the date of issuance. The warrants and the ordinary shares issuable upon the exercise of the warrants are not being registered under the Securities Act of 1933, as amended, or the Securities Act, pursuant to the registration statement of which this prospectus supplement and the accompanying prospectus form a part and are not being offered pursuant to this prospectus supplement and the accompanying prospectus. The warrants and the ordinary shares issuable upon the exercise of the warrants are being offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D. Our ordinary shares trade on the NASDAQ Capital Market under the symbol “BHAT.” The last reported sale price of our ordinary shares on the NASDAQ Capital Market on January 29, 2021 was $1.33 per share. For a more detailed description of the ordinary shares, see the section entitled “Description of the Securities we are Offering” beginning on page S-14 of this prospectus supplement. There is no established public trading market for the warrants that we are offering in the concurrent private placement and we do not expect a market to develop. The aggregate market value of our outstanding ordinary shares held by non-affiliates was approximately $22.87 million based on 39,813,660 ordinary shares outstanding, of which 17,068,140 shares are held by non-affiliates, and a per share price of $1.34, which was the last reported price on the NASDAQ Capital Market of our ordinary shares on January 22, 2021. During the prior 12 calendar month period that ends on and includes the date of this prospectus supplement, we did not issue or sell any securities pursuant to General Instruction I.B.5. of Form F-3 and accordingly we may sell up to approximately $7.62 million of our ordinary shares hereunder. Per Share Total Offering price $1.06 $7,589,600 Placement Agent’s fees $0.0795 $569,220 Proceeds, before other expenses, to us $0.9805 $7,020,380 We have retained FT Global Capital, Inc. to act as exclusive placement agent (the “Placement Agent”) in connection with this offering. The placement agent has agreed to use its reasonable best efforts to sell the securities offered by this prospectus supplement and the accompanying prospectus. The placement agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. The Placement Agent will receive compensation in addition to the Placement Agent fees. We have also agreed to issue warrants to purchase up to 358,000 ordinary shares to the Placement Agent, to reimburse the Placement Agent for certain expenses incurred by it, and to indemnify the Placement Agent. See “Plan of Distribution” beginning on page S-16 of this prospectus supplement for more information regarding these arrangements. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page S-11 of this prospectus supplement and in the documents we incorporate by reference in this prospectus supplement and the accompanying prospectus. In addition, see “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2019, and in our Report on Form 6-K for the six months ended June 30, 2020, which has been filed with the Securities and Exchange Commission and is incorporated by reference into this prospectus supplement and the accompanying prospectus. You should carefully consider these risk factors, as well as the information contained in this prospectus supplement and the accompanying prospectus, before you invest