美美证券美股招股说明书(2023-03-31版)

424B5 1 ea176285-424b5_mmtecinc.htm PROSPECTUS SUPPLEMENT Prospectus SupplementFiled pursuant to Rule 424(b)(5)(To prospectus dated August 24, 2022)Registration No. 333-265898 MMTEC, INC. 8% Senior Convertible Promissory Notes due 2025Ordinary Shares Issuable Upon Conversion or Repayment of the Notes This prospectus supplement relates to the issuance and sale of 8% Senior Convertible Promissory Notes (the “Notes”) in the aggregate original principal amount of not more than $70,000,000 to an institutional investor (the “Purchaser”) pursuant to a securities purchase agreement dated March 31, 2023 (the “Offering”). The Notes have an original issue discount of 20%, resulting in an aggregate purchase price for the Offering of up to $56,000,000. The Notes will bear interest at a rate of rate of 8% per annum on the outstanding balance, and we will pay interest on each Note yearly on the anniversary of the issuance date of such Note until and including the date that the outstanding balance under the Notes is fully repaid or converted. The Notes will mature on the second anniversary of their issuance date, unless earlier converted. This prospectus supplement also relates to the offering of ordinary shares issuable upon conversion of the Notes. Each Note is convertible, in whole or in part, at any time at the option of the Purchaser into fully paid and non-assessable ordinary shares, par value $0.01 per share (the “Conversion Shares”); provided, that the Company will not effect any conversion to the extent that after giving effect to such conversion would cause the holder or any permitted designee of the holder to beneficially own a number of shares exceeding 4.99% of the number of ordinary shares outstanding on such date. The number of Conversion Shares is determined by dividing the Note amount being converted by the conversion price, which is calculated with a discount of twenty-five percent (25%) to the lowest closing price of our ordinary shares for the five (5) trading day period immediately prior to the Company’s receipt of a notice of conversion from the Purchaser, subject to a floor of $0.30 per share. We may prepay any portion of the principal amount of the Notes, all accrued and unpaid interest relating to such prepaid portion of the principal and all other amounts due under the Notes at any time upon ten (10) trading days days’ prior written notice to the Purchaser. If we exercise our right to prepay a Note, we must make a payment to the Purchaser of an amount in cash equal to the product of (i) the sum of (x) the then-outstanding principal amount of the Note and (y) all accrued but unpaid interest, multiplied by (ii) 115%. The Notes will be senior unsecured obligations of the Company and will rank equally with all of our existing and future senior indebtedness. We will pay the expenses incurred in registering the Notes, including legal and accounting fees. See “Plan of Distribution” for more information. We do not intend to apply to list the Notes on any securities exchange or to arrange for their quotation on any automated dealer quotation system. Our ordinary shares are listed on The Nasdaq Capital Market under the symbol “MTC.” On March 29, 2023, the last reported sale price of our ordinary shares on The Nasdaq Capital Market was $1.16 per share. We intend to use the net proceeds received from the sale of the Notes for general corporate purposes. We will not receive any additional proceeds if and when the Notes are converted into Conversion Shares. We expect to issue such Conversion Shares, if and when the Notes are converted, from time to time until the Notes mature on the second anniversary of their issuance. In this prospectus, MMTEC is referred to as “MMTEC.” We refer to our subsidiaries as follows: MM Future Technology Limited, a Hong Kong incorporated limited company (“MM Future”); Gujia (Beijing) Technology Co., Ltd., a People’s Republic of China (“PRC”) incorporated limited company (“Gujia”); MMBD Trading Limited, a British Virgin Islands incorporated limited company (“MMBD Trading”); MMBD Trading was incorporated on March 4, 2016 under the laws of the British Virgin Islands; MM Global Securities, INC., an Illinois corporation (“MM Global”); MM Fund Services Limited, a Cayman Islands company (“MM Fund”); a Cayman Islands company; MM Capital Management Limited, a Cayman Islands company (“MM Capital”); MM Fund SPC, a Cayman Islands company (“MM SPC”); HC Securities (HK) Limited, a Hong Kong company (“HC Securities”); MMBD Investment Advisory Company Limited, a State of New York incorporated limited company (“MMBD Advisory”); and Fundex SPC, a Cayman Islands company (“Fundex”). MMTEC and its consolidated subsidiaries are colle