424B5 1 ea126952-424b5_colorstar.htm PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5) Registration No. 333-236616 Prospectus Supplement(To Prospectus dated March 10, 2020, as amended) COLOR STAR TECHNOLOGY CO., LTD. 13,200,000 Ordinary Shares We are offering 13,200,000 of our ordinary shares, par value $0.001 per share directly to certain institutional investors pursuant to this prospectus supplement, the accompanying prospectus, and that certain Securities Purchase Agreement, dated September 15, 2020, by and among Color Star Technology Co. Ltd. (the “Company”) and the institutional investor signatories thereto. We are offering the ordinary shares in this offering at a price per share of $0.50. In a concurrent private placement, we are also selling to such investors, warrants to purchase an aggregate of up to an aggregate of 11,880,000 ordinary shares. The warrants are exercisable immediately, at an exercise price of $0.55 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-16. Our ordinary shares are currently traded on the NASDAQ Capital Market under the symbol “HHT.” On September 15, 2020, the closing sale price of our ordinary shares was $0.79 per share. The aggregate market value of our outstanding ordinary shares held by non-affiliates was $56,943,963.84 based on 40,961,811 ordinary shares outstanding, of which 32,726,416 shares are held by non-affiliates, and a per share price of $1.74, which was the last reported price on the NASDAQ Capital Market of our ordinary shares on July 17, 2020. During the prior 12 calendar month period that ends on and includes the date of this prospectus supplement, we issued and sold (i) 2,727,274 ordinary shares and warrants to purchase up to an aggregate of 2,727,274 ordinary shares on April 2, 2020, for gross proceeds of approximately $1.5 million, (ii) 2,600,000 ordinary shares and warrants to purchase up to an aggregate of 2,600,000 ordinary shares on May 13, 2020, for gross proceeds of approximately $1.43 million, before deducting any expenses and fees paid to the placement agent, (iii) 3,225,000 ordinary shares and warrants to purchase up to an aggregate of 2,096,252 ordinary shares on July 22, 2020, for gross proceeds of approximately $4.19 million, before deducting any expenses and fees paid to the placement agent, and (iv) 793,651 ordinary shares on September 9, 2020 for gross proceeds of approximately $500,000 to one investor. In connection with the issuance of ordinary shares on September 9, 2020, we also issued 31,746 ordinary shares to such investor as additional consideration for purchasing our ordinary shares. Pursuant to General Instruction I.B.5. of Form F-3 and accordingly we may sell up to approximately $6.6 million of our ordinary shares hereunder. We have retained Maxim Group LLC to act as our exclusive placement agent in connection with this offering to use its “commercially reasonable best efforts” to solicit offers to purchase our ordinary shares. The placement agent is not purchasing or selling any of our ordinary shares offered pursuant to this prospectus supplement or the accompanying prospectus. See “Plan of Distribution” beginning on page S-17 of this prospectus supplement for more information regarding these arrangements. 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-6 of this prospectus supplement and on page 5 of the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accur