铜道控股美股招股说明书(2017-12-07版)

424B5 1 f424b5120117_chinacommercial.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5)Registration No. 333-217473PROSPECTUS SUPPLEMENT(To Prospectus dated July 11, 2017) $30,000,000 Common StockPreferred StockDebt SecuritiesWarrantsRightsUnits 200,000 Shares of Common StockWarrants to purchase 80,000 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering an aggregate of 200,000 shares of our common stock with an accompanying warrant to purchase up to a number of shares of common stock equal to 40% of such shares the purchaser has purchased directly to investors pursuant to a Securities Purchase Agreement, dated December 1, 2017. The combined purchase price for one share of common stock and one warrant to purchase 0.40 shares of common stock in the offerings is $3.50. Shares of our common stock are currently traded on the NASDAQ Capital Market under the symbol “CCCR” On December 1, 2017, the closing sale price of our common stock was $3.04 per share. As of December 1, 2017, the aggregate market value of our outstanding common stock held by non-affiliates is approximately $44 million, based on 19,250,915 shares of outstanding common stock, of which approximately 14.5 million are held by non-affiliates, and a per share price of $3.04 based on the closing sale price of our common stock on December 1, 2017. We have not offered 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. Assuming we complete the maximum offering, the net proceeds to us from this offering will be approximately $685,000. 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. 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. The date of this prospectus supplement is December 5, 2017 TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus Supplement-i-Cautionary Note Regarding Forward-Looking Statements-ii-Prospectus Supplement SummaryS-1The OfferingS-4Risk FactorsS-5Use of ProceedsS-5DilutionS-5Description of Our Securities We Are OfferingS-6Plan of DistributionS-7Legal MattersS-8ExpertsS-8Incorporation of Certain Information by ReferenceS-8Where You Can Find More InformationS-9 Prospectus About This Prospectus Cautionary Note On Forward Looking Statements Prospectus SummaryRisk FactorsUse of ProceedsDescription of Securities and Securities We May OfferPlan of DistributionLegal Matters Experts Incorporation of Certain Documents by Reference Where You can Find More Information You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not authorized anyone else to provide you with additional or different information. We are offering to sell, and seeking offers to buy, common stock only in jurisdictions where offers and sales are permitted. You should not assume that the information in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the front of those documents or that any document incorporated by reference is accurate as of any date other than its filing date. No action is being taken in any jurisdiction outside the United States to permit a public offering of the common stock or possession or distribution of this prospectus supplement or the accompanying prospectus in that jurisdiction. Persons who come into possession of this prospectus supplement or the accompanying prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus supplement and the accompanying prospectus applicable to that jurisdiction. ABOUT THIS PROSPECTUS SUPPLEMENT On April 26, 2017, we filed with the SEC a registration statement on Form S-3 (File No. 333-217473) utilizing a shelf registration process relating to the securities described in this prospectus supplement, which registration statement, as amended, was declared effective on July 21, 2017. Under this shelf registration process, we may, from time to time, sell up to $30 million in the aggregate of common stock, preferred stock, debt securities, warrants, rights to purchase securities and units. .This document is in two parts. The first part is this prospectus supplement, which describes th