424B5 1 ea185108-424b5_ezgotech.htm PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT(To Prospectus dated November 30, 2022) Filed Pursuant to Rule 424(b)(5)Registration No. 333-263315 EZGO Technologies Ltd. An Aggregate Offering Amount of $9,602,881.25 Ordinary Shares,Warrants, andOrdinary Shares Issuable Upon Exercise of Warrants We are offering 8,498,125 ordinary shares, par value of $0.001 per share (the “Ordinary Shares”), and accompanying 8,498,125 warrants (the “Common Warrants”) to purchase 8,498,125 Ordinary Shares (the “Warrant Shares”) and 33,992,500 warrants (the “Exchange Warrants,” together with Common Warrants, the “Warrants”) to purchase 33,992,500 Warrant Shares in a registered direct offering to certain institutional investors pursuant to that certain securities purchase agreement, dated as of September 11, 2023. The combined purchase price per Ordinary Share and accompanying Common Warrant and four Exchange Warrants is $1.13. Each of the Warrants is exercisable for one Warrant Share at an exercise price of $1.13 per share. Each Warrant may be exercised on a cashless basis. In addition, the Exchange Warrant may be exercised on an alternative cashless basis. See the section entitled “Description of Securities We Are Offering – Warrants – Cashless Exercise” in this prospectus supplement. The Warrants are immediately exercisable and may be exercised for a period of three years following the issuance date. This offering also relates to the Warrant Shares issuable upon exercise of the Warrants sold in this offering. Aegis Capital Corp. is acting as the placement agent for this offering. See “Plan of Distribution.” The net proceeds received by us from this offering will be used for working capital and general business purposes. Our Ordinary Shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “EZGO.” On September 11, 2023, the last reported sales price of our Ordinary Shares on Nasdaq was $0.315 per share. We do not intend to apply to list the Warrants being sold in this offering on any securities exchange. Accordingly, there is no established public trading market for the Warrants, and we do not expect a market to develop. Without an active market, the liquidity of the Warrants will be limited. We are an “emerging growth company” as defined under applicable U.S. securities laws and are eligible for reduced public company reporting requirements. Investing in our securities involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page S-25 and the “Risk Factors” in the accompanying prospectus to read about factors you should consider before purchasing our securities. INVESTORS PURCHASING SECURITIES IN THIS OFFERING ARE PURCHASING SECURITIES OF EZGO TECHNOLOGIES LTD., A BRITISH VIRGIN ISLANDS BUSINESS COMPANY (“EZGO”), RATHER THAN SECURITIES OF ITS SUBSIDIARIES OR THE VIE (AS DEFINED BELOW) THAT CONDUCT SUBSTANTIVE BUSINESS OPERATIONS IN CHINA. In this prospectus supplement, “we,” “us,” “our,” “our company,” the “Company,” or similar terms refer to EZGO Technologies Ltd. and/or its consolidated subsidiaries, other than Jiangsu EZGO Electronic Technologies, Co., Ltd. (formerly known as Jiangsu Baozhe Electric Technologies, Co., Ltd.), a mainland China company (the “VIE”). EZGO conducts operations in China through Changzhou EZGO Enterprise Management Co., Ltd. (the “WFOE”), the VIE and its subsidiaries in China, and EZGO does not conduct any business on its own. The financial results of the VIE and its subsidiaries are consolidated into our financial statements for accounting purposes, but we do not hold any equity interest in the VIE or any of its subsidiaries. Investing in EZGO’s securities is highly speculative and involves a significant degree of risk. EZGO is not an operating company established in the People’s Republic of China (the “PRC”), but a holding company incorporated in the British Virgin Islands. As a holding company with no material operations of its own, EZGO conducts the majority of its operations through contractual arrangements with its operating entities established in the PRC, primarily the VIE, in which EZGO does not hold any equity interest, and the VIE’s subsidiaries based in the PRC. This variable interest entity structure involves unique risks to investors. The contractual arrangements with the VIE have not been tested in court. The variable interest entity structure is used to provide investors with contractual exposure to foreign investment in China-based companies where Chinese law prohibits or restricts direct foreign investment in the operating companies. Due