研控科技美股招股说明书(2023-03-17版)

424B5 1 tm239788d1_424b5.htm 424B5 Prospectus SupplementFiled pursuant to Rule 424(b)(5)(To Prospectus Dated December 2, 2022) Registration No. 333-268657 RECON TECHNOLOGY, LTD 8,827,500 Class A Ordinary Shares Pre-Funded Warrants to Purchase 1,175,000 Class A Ordinary Shares We are offering 8,827,500 of our Class A ordinary shares, par value US$0.0925 per share (referred to hereinafter as the “ordinary shares” unless otherwise specified) and pre-funded warrants to purchase 1,175,000 shares of our ordinary shares in lieu of the ordinary shares (the “Pre-Funded Warrants”) directly to certain institution investors pursuant to this prospectus supplement, the accompanying prospectus, and that certain Securities Purchase Agreement, dated March 15, 2023, by and among Recon Technology, Ltd (the “Company”) and the institutional investor signatories thereto. We are offering the ordinary shares in this offering at a price per share of $0.80. The purchase price of each Pre-Funded Warrant will equal the price per share at which our ordinary shares are being sold to the public in this offering, minus $0.01, and the exercise price of each Pre-Funded Warrant will equal $0.01 per share. The Pre-Funded Warrants will be exercisable beginning on March 17, 2022 at an exercise price of $0.01 per ordinary share. This prospectus supplement also relates to the offering of the ordinary shares issuable upon exercise of such Pre-Funded Warrants. We are offering the ordinary shares in this offering at a price per share of $0.80. In a concurrent private placement, we are also selling to such investors, warrants (the “Warrants”) to purchase an aggregate of up to an aggregate of 10,002,500 Class A Ordinary Shares. The Warrants are exercisable immediately, at an exercise price of $0.80 per ordinary share and expire 5.5 years from the date of issuance. The Warrants and the ordinary shares 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 ordinary shares 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. There will be no trading market for the Warrants. There will be no trading market for the Pre-Funded Warrants or the Warrants. In addition, ordinary share purchase warrants to purchase an aggregate of up to 8,814,102 ordinary shares previously issued by the Company to certain institutional investors on June 16, 2021 will have the exercise price reduced to $0.80 in connection with this offering if such investors participate in this offering. For a more detailed description of the ordinary shares and Pre-Funded Warrants, see the section entitled “Description of Our Securities We Are Offering” beginning on page S-13. Our ordinary shares are currently traded on the Nasdaq Capital Market under the symbol “RCON.” On March 15, 2023, the closing sale price of our ordinary shares was $0.3726 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding ordinary shares held by non-affiliates was approximately $60.3 million based on 29,700,719 outstanding ordinary shares, of which 28,311,802 are held by non-affiliates, and a per share price of $2.13, which was the highest closing price over the last sixty days on the Nasdaq Capital Market of our ordinary shares ended on March 10, 2023. Pursuant to General Instruction I.B.5. for Form F-3 Registration Statement, the Company had zero transactions in the last 12 months. 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, Pre-Funded Warrants, or Warrants in this offering. We will pay the placement agent a fee equal to the sum of 7% of the aggregate purchase price paid by investors placed by the placement agent. 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-10 of this prospectus supplement. Neither the Securities an