研控科技美股招股说明书(2020-05-26版)

424B5 1 tm2020627d2_424b5.htm 424B5 Prospectus SupplementFiled pursuant to Rule 424(b)(5)(To Prospectus Dated November 26, 2019) Registration No. 333-234660 RECON TECHNOLOGY, LTD 911,112 Ordinary Shares We are offering 911,112 of our ordinary shares, par value US$0.0925 per share directly to certain institutional investors pursuant to this prospectus supplement, the accompanying prospectus, and that certain Securities Purchase Agreement, dated May 21, 2020, by and among Recon Technology, Ltd (the “Company”) and the institutional investor signatories thereto. We are offering the ordinary shares in this offering at a price per share of $2.25. In a concurrent private placement, we are also selling to such investors, warrants to purchase an aggregate of up to an aggregate of 911,112 ordinary shares. The warrants are exercisable immediately, at an exercise price of $2.25 per ordinary share and expire 5.5 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. There will be no trading market for the warrants. For a more detailed description of the ordinary shares, see the section entitled “Description of Our Securities We Are Offering” beginning on page S-15. Our ordinary shares are currently traded on the Nasdaq Capital Market under the symbol “RCON.” On May 21, 2020, the closing sale price of our ordinary shares was $3.70 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding ordinary shares held by non-affiliates was approximately $8,786,736.12 based on 4,611,720 outstanding ordinary shares, of which 2,137,892 are held by non-affiliates, and a per share price of $4.11, which was the highest closing price over the last sixty days on the Nasdaq Capital Market of our ordinary shares ended on May 11, 2020. We have not sold any securities pursuant to General Instruction I.B.5. of Form F-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus supplement. We have retained Maxim Group LLC to act as the exclusive placement agent to use its best efforts to solicit offers from investors to purchase the securities in this offering. The placement agent has no obligation to buy any securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. The placement agent is not purchasing or selling any ordinary shares or warrants in this offering. We will pay the placement agent a fee equal to the sum of 7% of the aggregate purchase price paid by investors placed by the placement agent. Investing in our securities involves a high degree of risk. You should purchase our securities only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page 12 of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Per Ordinary Share Total Public Offering Price $2.25 $2,050,002.00 Placement agency fees $0.1575 $143,500.14 Proceeds, before expenses, to us $2.0925 $1,906,501.86 Maxim Group LLC is acting as the exclusive placement agent in this offering. In addition to the placement agent fee of 7% of the aggregate purchase price, we have agreed to reimburse the placement agent up to $45,000 worth of reasonable and accounted fees and expenses of its legal counsel and $10,000 in non-accountable expenses. We expect that the delivery of the ordinary shares being offered pursuant to this prospectus supplement and the accompanying prospectus will be made on or before May 26, 2020. Maxim Group LLC The date of this prospectus supplement is May 21, 2020 TABLE OF CONTENTSProspectus Supplement PageAbout This Prospectus SupplementS-1Cautionary Note Regarding Forward-Looking StatementsS-2Prospectus Supplement SummaryS-3The OfferingS-11Risk FactorsS-12Use of ProceedsS-1