研控科技美股招股说明书(2013-12-02版)

424B5 1 v361933_424b5.htm 424B5 Prospectus SupplementFiled pursuant to Rule 424(b)(5)(To Prospectus Dated August 14, 2013) Registration No. 333-190387 RECON TECHNOLOGY, LTD 546,500 Ordinary Shares Warrants to Purchase 163,950 Ordinary Shares 163,950 Ordinary Shares Issuable upon Exercise of the Warrants Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to 546,500 ordinary shares directly to selected investors. The purchasers in this offering will also receive warrants to initially purchase an aggregate of 163,950 ordinary shares with a per share exercise price of $5.38. The warrants are exercisable immediately as of the date of issuance at an exercise price of $5.38 per share of our ordinary shares and expire three years from the date of issuance. A holder of the warrants also will have the right to exercise its warrants on a cashless basis if the registration statement or prospectus contained therein is not available for the issuance of the ordinary shares issuable upon exercise thereof. This prospectus supplement amends and supersedes our prospectus supplement filed on November 25, 2013 and November 29, 2013. For a more detailed description of the ordinary shares and warrants, see the section entitled “Description of Our Securities We Are Offering” beginning on page S-5. There is no established public trading market for the warrants, and we do not expect a market to develop. We do not intend to apply to list the warrants on any securities exchange. Ordinary shares are currently traded on the Nasdaq Capital Market under the symbol “RCON.” On November 27, 2013, the closing sale price of our ordinary shares was $3.79 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 $3,543,649 based on 3,981,811 outstanding ordinary shares, of which 1,908,608 are held by non-affiliates, and a per share price of $5.57, which was the last reported price on the Nasdaq Capital Market of our ordinary shares on November 13, 2013. We have not sold any 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 of this prospectus supplement. We have retained FT Global Capital, Inc. 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 8% of the aggregate purchase price paid by investors placed by the placement agent. Additionally, we will issue to the placement agent warrants to purchase 54,650 ordinary shares on substantially the same terms as the warrants sold in this offering except that they will not be exercisable for a period of six months and will expire three years from the initial exercise date. Assuming we complete the maximum offering, the net proceeds to us from this offering will be approximately $2.1 million. We expect to deliver the shares and warrants to the purchasers on or before November 29, 2013. 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 S-5 of this prospectus supplement. 1 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 $4.30 $2,349,950 Placement agency fees $0.344 $187,,996 Proceeds, before expenses, to us $3.96 $2,161,954 FT Global Capital, Inc. is acting as the exclusive placement agent in this offering. We estimate the total expenses of this offering, excluding the placement agency fees, will be approximately $67,500. Because there is no minimum offering amount, the actual offering amount, the placement agency fees and net proceeds to us, if any, in this offering may be substantially less than the total offering amounts set forth above. We are not required to sell any specific number or dollar amount of the securities offered in