424B5 1 form424b5.htm Filed pursuant to Rule 424(b)(5)Registration No. 333-233408 PROSPECTUS SUPPLEMENT(To Prospectus dated September 19, 2019) HUDSON CAPITAL INC. 4,352,941 Shares of Common Stock Hudson Capital Inc. is offering 4,352,941 shares of its ordinary shares, par value $0.001 par value (the “ordinary shares”) to institutional investors pursuant to this prospectus supplement and the accompanying prospectus and a securities purchase agreement with such investors. Our ordinary shares are listed on the Nasdaq Global Select Market under the symbol “HUSN.” On June 18, 2020, the last reported sale price of our ordinary shares on the Nasdaq Global Select Market was $1.18 per share. As of June 22, 2020, the aggregate market value of our outstanding ordinary shares held by non-affiliates was approximately $16,434,012.22 based on 28,467,129 outstanding ordinary shares, of which 14,540,000 shares are held by an affiliate, and a price of $1.18 per share, which was the last reported trading price of our ordinary shares on The Nasdaq Global Select Market on June 18, 2020. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities in a public primary offering with a value exceeding one-third of our public float in any 12-month period so long as our public float remains below $75 million. Prior to this offering, no securities were sold pursuant to General Instruction I.B.5 of Form F-3 during the prior 12-calendar month period that ends on, and includes, the date of this prospectus supplement. Investing in our securities involves significant risks. See “Risk Factors” beginning on page S-4 of this prospectus supplement and in the documents incorporated by reference into 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. Per OrdinaryShare Total Offering price $0.85 $3,699,999.85 Placement agent fees (1) $0.051 $222,000.00 Proceeds, before expenses, to us $0.799 $3,477,999.85 (1)We have agreed to pay the placement agent a fee equal to 6% of the gross proceeds we receive in the offering. See “Plan of Distribution” for additional disclosure regarding placement agent fees and estimated offering expenses. Delivery of the ordinary shares to the investors in book-entry form through the facilities of The Depository Trust Company is expected to be made on or about June 23, 2020. Sole Book-Running Manager Chardan The date of this prospectus supplement is June 19, 2020. PageABOUT THIS PROSPECTUS SUPPLEMENT S-1PROSPECTUS SUPPLEMENT SUMMARY S-2THE OFFERING S-3RISK FACTORS S-4FORWARD-LOOKING INFORMATION S-5USE OF PROCEEDS S-6CAPITALIZATION S-6DILUTION S-7DESCRIPTION OF ORDINARY SHARES S-8PLAN OF DISTRIBUTION S-11LEGAL MATTERS S-12EXPERTS S-12WHERE YOU CAN GET MORE INFORMATION S-12INCORPORATION BY REFERENCE S-13 PageABOUT THIS PROSPECTUS 3ABOUT THE COMPANY 4EXCHANGE RATE DATA 6CAPITALIZATION AND INDEBTNESS 7USE OF PROCEEDS 7DIVIDEND POLICY 7OFFER AND LISTING DETAILS 7DESCRIPTION OF SHARES 7DESCRIPTION OF WARRANTS 17DESCRIPTION OF DEBT SECURITIES 18DESCRIPTION OF UNITS 26DESCRIPTION OF SHARE PURCHASE CONTRACTS AND UNITS 26DESCRIPTION OF RIGHTS 27TAXATION 27PLAN OF DISTRIBUTION 27EXPENSES 29WHERE YOU CAN GET MORE INFORMATION 29INCORPORATION BY REFERENCE 30ENFORCEABILITY OF CIVIL LIABILITIES 30MATERIAL CHANGES 31LEGAL MATTERS 31EXPERTS 31INTERESTS OF EXPERTS AND COUNSEL 32COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 32 You should rely only on the information incorporated by reference or provided in this prospectus supplement and the accompanying prospectus. Neither we nor the placement agent have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus supplement and the accompanying prospectus in any jurisdiction where it is unlawful to make such offer or solicitation. You should assume that the information contained in this prospectus supplement or the accompanying prospectus, or any document incorporated by reference in this prospectus supplement or the accompanying prospectus, is accurate only as of the date of those respective documents. Neither the delivery of this prospectus supplement nor any distribution of securities pursuant to this prospectus supplement shall, under any circumst