研控科技美股招股说明书(2015-05-14版)

424B5 1 v410570_424b5.htm 424B5 Filed pursuant to Rule 424(b)(5)Registration No. 333-190387Prospectus Supplement(To prospectus dated August 6, 2013) Up to $10,000,000Ordinary Shares We have entered into an equity distribution agreement with Maxim Group LLC relating to the sale of our ordinary shares offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the equity distribution agreement, we may offer and sell up to $10,000,000 of our ordinary shares, $0.0185 par value per share, from time to time through Maxim Group LLC acting as agent. Our ordinary shares is listed on The NASDAQ Capital Market under the symbol “RCON.” The last reported sale price of our ordinary shares on The NASDAQ Capital Market on May 11, 2015 was $1.88 per share. As of May 11, 2015, the aggregate market value of our outstanding ordinary shares held by non-affiliates was approximately $6.6 million based on 5,022,436 outstanding ordinary shares, of which approximately 3,515,914 ordinary shares are held by non-affiliates, and a per share price of $1.88, based at closing sale price of our common stock on May 11, 2015. As of the date hereof, we have not sold any of our securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date hereof. Sales of our ordinary shares, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemed to be “at-the-market” equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on or through the NASDAQ Capital Market, the existing trading market for our ordinary shares, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law, including in privately negotiated transactions. Maxim Group LLC will act as sales agent on a best efforts basis and use commercially reasonable efforts to sell on our behalf all of the ordinary shares requested to be sold by us, consistent with its normal trading and sales practices, on mutually agreed terms between Maxim Group LLC and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. Maxim Group LLC will be entitled to compensation at a fixed commission rate of 3.5% of the gross sales price per share sold. In connection with the sale of our ordinary shares on our behalf, Maxim Group LLC will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Maxim Group LLC will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Maxim Group LLC with respect to certain liabilities, including liabilities under the Securities Act. Investing in our securities involves a high degree of risk. You should read this prospectus supplement and the information incorporated herein by reference carefully before you make your investment decision. See “Risk Factors” beginning on page S-5 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 accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense. Maxim Group LLCThe date of this prospectus supplement is May 13, 2015. TABLE OF CONTENTSProspectus Supplement PageAbout this Prospectus Supplement S-i Prospectus Supplement Summary S-1 Risk Factors S-5 Cautionary Note Regarding Forward-Looking Statements S-18 Use of Proceeds S-19 Dilution S-20 Price Range of Ordinary Shares S-21 Dividend Policy S-21 Plan of Distribution S-22 Legal Matters S-23 Experts S-23 Where You Can Find More Information S-23 Incorporation of Certain Information By Reference S-23 Disclosure of Commission Position On Indemnification for Securities Law Violations S-24 Prospectus PageAbout this Prospectus -i- Cautionary Note On Forward Looking Statements -ii- Prospectus Summary1 Risk Factors 4Use of Proceeds 4 Description of Securities and Securities We May Offer 5 Plan of Distribution 13 Legal Matters 15 Experts 16 Incorporation of Certain Information By Reference 16 Where You can Find More Information 18 Disclosure of Commission Position On Indemnification for Securities Law Violations 18 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a shelf registration process. Under the shelf registration process, we may offer our ordinary shares having an aggregate offering price of up to $10,000,000 from time to time under this prospectus supplement at prices and on terms to be determine