424B5 1 ea165768-424b5colorstartech.htm PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5)Registration No. 333-256508 Prospectus Supplement(To Prospectus dated June 23, 2021, as amended) COLOR STAR TECHNOLOGY CO., LTD. 70,000,000 Ordinary Shares Investor Warrants to Purchase 70,000,000 Ordinary Shares70,000,000 Ordinary Shares Issuable upon Exercise of the Investor Warrants Tail Fee Warrants to Purchase 1,725,000 Ordinary Shares1,725,000 Ordinary Shares Issuable upon Exercise of the Tail Fee Warrants Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to 70,000,000 Ordinary Shares directly to selected investors. The purchasers in this offering will also receive warrants (the “Investor Warrants”) to initially purchase an aggregate of 70,000,000 Ordinary Shares with a per share exercise price of $0.08. The Investor Warrants are exercisable immediately as of the date of issuance and expire at 5:00 p.m. (New York City time) September 19, 2027. A holder of the Investor Warrants also will have the right to exercise such warrants on a cashless basis if the registration statement or prospectus contained therein is not available for the issuance of the Ordinary Shares issuable upon exercise thereof. For a more detailed description of the Ordinary Shares and Investor Warrants, see the section entitled “Description of Securities We Are Offering” beginning on page S-13. There is no established public trading market for the warrants, and we do not expect a market to develop. We do not intend to apply to list the warrants on any securities exchange. Our Ordinary Shares trade on the NASDAQ Capital Market under the symbol “CSCW.” On September 14, 2022, the closing sale price of our Ordinary Shares was $0.12 per share. As of September 13, 2022, the aggregate market value of our outstanding Ordinary Shares held by non-affiliates was approximately $18,405,435 based on 167,322,136 outstanding Ordinary Shares held by non-affiliates, and a per share price of $0.11, which was the reported price on the NASDAQ Capital Market of our Ordinary Shares on September 13, 2022. We have retained Maxim Group, LLC to act as the exclusive placement agent to use its best efforts to solicit offers from investors to purchase the securities in this offering. The placement agent has no obligation to buy any securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. The placement agent is not purchasing or selling any Ordinary Shares or warrants in this offering. We will pay the placement agent a fee equal to the sum of 6.5% of the aggregate purchase price paid by investors placed by the placement agent. Pursuant to a securities purchase agreement (the “September 2021 SPA”) we entered into with certain institutional investors (the “September 2021 Investors”) dated September 24, 2021, the September Investors are entitled to a right of participation in our subsequent offerings for a period of 12 months following the date of the September 2021 SPA (“Participation Right”). The September 2021 Investors have agreed to provide a one-time waiver of their Participation Right solely with respect to this offering and the Participation Right shall otherwise remain in full force and effect. Pursuant to a placement agent agreement we entered into with FT Global Capital, Inc. (“FT Global”) dated September 24, 2021 (the “September 2021 PAA”), we will issue to FT Global warrants (the “Tail Fee Warrants”) to purchase 1,725,000 Ordinary Shares on substantially the same terms as the Investor Warrants sold in this offering, except that the Tail Fee Warrants shall not be exercisable for a period of six months and shall expire 36 months after issuance, and shall have no anti-dilution protection other than adjustments based on stock splits, stock dividends, combinations of shares and similar recapitalization transactions. The Tail Fee Warrants and Ordinary Shares underlying such warrant are being registered herein. We estimate the total expenses of this offering, excluding the placement agency fees, will be approximately $0.5 million. Because there is no minimum offering amount, the actual offering amount, the placement agency fees and net proceeds to us, if any, in this offering may be substantially less than the total offering amounts set forth above. We are not required to sell any specific number or dollar amount of the securities offered in this offering. After deducting fees due to the placement agent and our estimated offering expenses, we expect the net proceeds to us from this offering will be approximately $4.7 million, not including the exercise of any warrants. We expect to deliver the shares and Investor Warran