嘉楠科技美股招股说明书(2024-11-22版)

Canaan Inc. 30,000 Series A-1 Convertible Preferred Shares andClass A Ordinary Shares issuable upon conversion of the Series A-1Convertible Preferred Shares We are selling 30,000 Series A-1 Convertible Preferred Shares, par value US$0.00000005 pershare, or the Series A-1 Preferred Shares to an investor (the “Buyer”). At any time or times on or afterthe applicable issuance date, any holder of Series A-1 Preferred Shares shall be entitled to convert anyportion of the outstanding and unpaid conversion amount into fully paid and non-assessable Class Aordinary shares at the conversion rate that shall be deposited for delivery of ADSs, subject to the termsand conditions of the deposit agreement. Conversion amount (the “Conversion Amount”) means the sumof (i) the portion of the stated value, meaning US$1,072.80 per Series A-1 Preferred Share, to beconverted, redeemed or otherwise with respect to which this determination is being made, (ii) theaccrued and unpaid dividends with respect to such stated value, if any, and (iii) accrued and unpaid latecharges with respect to such stated value and dividends, if any. Conversion price (the “ConversionPrice”) means, as of any conversion date or other date of determination, the lower of (i) $4.00, and(ii) 92.50% of the lowest daily Weighted Average Price of the ADSs during the five consecutive tradingday period immediately preceding the applicable conversion date, subject to adjustment as provided inthe Certificate of Designations, Preferences and Rights. As used herein, “ADS ratio” means the numberof Class A Ordinary Shares represented by one (1) ADS, which, as of the date hereof, equals fifteen(15). No holder of Series A-1 Preferred Shares shall have the right to any Class A ordinary shares (orADSs on subsequent deposit thereof) otherwise issuable and such issuance shall be null and void andtreated as if never made, to the extent that after giving effect to such issuance, such holder together withits other attribution parties collectively would beneficially own in excess of 4.99% or 9.99%, as suchholder shall have indicated in the Securities Purchase Agreement or as any subsequent transferee ofSeries A-1 Preferred Shares indicates in a written notice to the Company, (the “Maximum Percentage”)of the Class A ordinary shares issued and outstanding immediately after giving effect to such issuance,such Maximum Percentage to be set by each Buyer as to such Buyer and its other attribution parties. Thenumber of Class A ordinary shares, issuable upon conversion of Series A-1 Preferred Shares, isindeterminate. The ADSs are listed on the NASDAQ Global Market under the symbol “CAN.” On November 20,2024, the last reported sale price of the ADSs on The Nasdaq Global Market was US$1.67 per ADS. There is no established trading market for the Series A-1 Preferred Shares and we do not expect amarket to develop. In addition, we do not intend to list the Series A-1 Preferred Shares on The NasdaqGlobal Market, any other national securities exchange or any other nationally recognized trading system. Investing in our securities involves a high degree of risk. Before buying any securities, you shouldreview carefully the risks and uncertainties described under the heading “Risk Factors” beginning on pageS-10 of this prospectus supplement, on page 4 of the accompanying prospectus and in the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The total proceeds to us, before expenses, will be US$30,000,000. We entered into a Securities Purchase Agreement dated November 19, 2024, with the Buyer,relating to the purchase of 30,000 Series A-1 Preferred Shares at US$1,000.00 for each Series A-1Preferred Share. The Closing Date (as defined in the Securities Purchase Agreement) will occur onNovember 25, 2024, in which we expect to raise total gross proceeds of $30 million. Prospectus Supplement dated November 22, 2024 TABLE OF CONTENTS Prospectus SupplementPageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-6RISK FACTORSS-10CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-16USE OF PROCEEDSS-17CAPITALIZATIONS-18DESCRIPTION OF SERIES A-1 PREFERRED SHARESS-19TAXATIONS-32LEGAL MATTERSS-39EXPERTSS-40WHERE YOU CAN FIND MORE INFORMATIONS-41INCORPORATION BY REFERENCES-42ProspectusABOUT THIS PROSPECTUS1FORWARD-LOOKING STATEMENTS2OUR COMPANY3 CORPORATE INFORMATION3RISK FACTORS4USE OF PROCEEDS5DESCRIPTION OF SHARE CAPITAL6DESCRIPTION OF AMERICAN DEPOSITARY SHARES30DESCRIPTION OF PREFERRED SHARES38DESCRIPTION OF WARRANTS40DESCRIPTION OF DEBT SECURITIES41DESCRIPTION OF SUBSCRIPTION RIGHTS43DESCRIPTION OF UNITS45ENFORCEABILITY OF CIVIL LIABILITIES46TAXATION48PLAN OF D