铜道控股美股招股说明书(2019-04-12版)

424B5 1 f424b5041119_chinabatgroup.htm PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5) Registration No. 333-217473 Prospectus Supplement(To Prospectus dated April 26, 2017) CHINA BAT GROUP, INC. 1,680,000 Shares of Common Stock We are offering 1,680,000 shares of our common stock, $0.001 par value per share, directly to the investors in this offering at a price of $2.20 per share pursuant to this prospectus supplement and the accompanying prospectus. In a concurrent private placement, we are also selling to investors warrants to purchase an aggregate of up to 1,680,000 shares of our common stock. The investor warrants will be exercisable beginning on April 15, 2019, at an exercise price of $2.20 per share, and will expire five years from the earlier of the date on which the shares of common stock issuable upon exercise of the warrants may be sold pursuant to an effective registration statement or may be exercised on a cashless basis and be immediately sold pursuant to Rule 144. The warrants and the shares of common stock 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 shares of common stock 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. For a more detailed description of the shares of common stock, see the section entitled “Description of Our Securities We Are Offering” beginning on page S-12. Our shares of common stock are currently traded on the NASDAQ Capital Market under the symbol “GLG.” On April 10, 2019, the closing sale price of our shares of common stock was $2.03 per share. The aggregate market value of our outstanding shares of common stock held by non-affiliates was approximately $11.4 million based on 5,526,992 outstanding shares of common stock, of which 4,554,657 shares are held by non-affiliates, and a per share price of $2.50, which was the last reported price on the NASDAQ Capital Market of our common stock on March 25, 2019. We have offered $0 of 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 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 shares of our common stock. The placement agent is not purchasing or selling any of our shares of common stock offered pursuant to this prospectus supplement or the accompanying prospectus. See “Plan of Distribution” beginning on page S-13 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-4 of this prospectus supplement and on page 1 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 accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Per Share Total Offering Price $2.20 3,696,000 Placement Agent’s Fees (1) $0.154 258,720 Proceeds, before expenses, to us $2.046 3,437,280 (1)We have also agreed to reimburse the placement agent for all travel and other out-of-pocket expenses, including the reasonable fees, costs and disbursements of its legal counsel which shall be limited to, in the aggregate, $90,000. For additional information about the compensation paid to the placement agent, see “Plan of Distribution” beginning on page S-13 of this prospectus supplement. We expect that delivery of the shares of common stock being offered pursuant to this prospectus supplement and the accompanying prospectus will be made on or about April 15, 2019. MAXIM GROUP LLC The date of this prospectus supplement is April 11, 2019 TABLE OF CONTENTS Prospectus Supplement Page ABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-8DIVIDEND POLICYS-10DILUTIONS-9CAPITALIZATIONS-11DESCRIPTION OF OUR SECURITIES WE ARE