数海美股招股说明书(2020-10-23版)

424B5 1 ea128623-424b5_dataseainc.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5)Registration No. 333-239183 PROSPECTUS SUPPLEMENT(To the Prospectus Dated June 25, 2020) Datasea, Inc. Up to $2,000,000 of shares of Common Stock We have entered into a common stock purchase agreement, which we refer to in this prospectus supplement as the Triton Agreement with Triton Funds LP, which we refer to in this prospectus supplement as Triton, relating to the sale to Triton of shares of our common stock offered by this prospectus supplement and the accompanying prospectus. Triton is obligated to purchase up to $2,000,000 of our common stock pursuant to the Triton Agreement. The prices at which Triton will purchase the shares will be equal to 90% of the lowest closing price of our common stock during the 5 business days prior to closing of each sale of common stock under the Triton Agreement. See The Triton Transaction on page S-2 of this prospectus for a description of the Triton Agreement. Our common stock is quoted on the Nasdaq Capital Market under the symbol “DTSS.” The last reported sales price of our common stock on October 20, 2020 was $3.60 per share. As of October 20, 2020, the aggregate market value of our outstanding common shares held by non-affiliates was approximately $21.44 million, based on 20,943,846 outstanding shares of common shares, of which 5,943,843 shares were held by non-affiliates, and a per share price of $3.60 based on the closing price of our shares of common stock on October 20, 2020. During the prior 12-month calendar period that ends on, and includes, the date of this prospectus supplement, we sold no securities pursuant to General Instruction I.B.6. of Form S-3. Investing in our common stock involves a high degree of risk. 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 determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is October 22, 2020. TABLE OF CONTENTS PagePROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2RISK FACTORSS-5SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-6USE OF PROCEEDSS-6 DILUTIONS-7PLAN OF DISTRIBUTIONS-8LEGAL MATTERSS-8EXPERTSS-8WHERE YOU CAN FIND MORE INFORMATIONS-9INFORMATION INCORPORATED BY REFERENCES-9 PROSPECTUS ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION1INCORPORATION BY REFERENCE2ABOUT THE COMPANY3RISK FACTORS4FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS4DESCRIPTION OF COMMON STOCK5DESCRIPTION OF DEBT SECURITIES6DESCRIPTION OF THE WARRANTS13DESCRIPTION OF UNITS14PLAN OF DISTRIBUTION14LEGAL MATTERS16EXPERTS16 i ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to the offering of our common stock. Before buying any of the common stock that we are offering, we urge you to carefully read this prospectus supplement and the accompanying prospectus, together with the information incorporated by reference as described under the headings “Where You Can Find More Information” and “Information Incorporated by Reference” in this prospectus supplement. These documents contain important information that you should consider when making your investment decision. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference herein or therein. The second part, the accompanying prospectus, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in any document incorporated by reference into this prospectus supplement that was filed with the Securities and Exchange Commission (the “SEC”), before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference into this prospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement. We further note that the representations, warranties and covenants made by us in any agreement that is filed