Lytus Technologies Holdings PTV Ltd美股招股说明书(2024-12-19版)

LYTUS TECHNOLOGIES HOLDINGS PTV. LTD. This prospectus relates to the offer and sale by Mast Hill Fund, L.P. (“Mast Hill”) and FirstFire GlobalOpportunities Fund, LLC (“FirstFire”, and together with Mast Hill, the “Selling Shareholders”) from time totime of up to an aggregate 33,624,895 of our shares of common stock, par value $0.01 (“common shares”).Under the Registration Rights Agreement (as defined herein), we are required to register for resale the sum of(i) 2,944,445 common shares issuable upon conversion of certain senior secured promissory notes (the“Notes”), (ii) 593,541 common shares issuable upon exercise of certain warrants to purchase common shares(the “Warrants”), and (iii) 35,714 common shares (the “Commitment Shares”) issued in the first tranche andsecond tranche. We are also registering for resale up to 30,000,000 shares of common shares (the “ELOCShares”) that have been or may be issued to Mast Hill pursuant to a purchase agreement between the Companyand Mast Hill dated as of June 3, 2024 (the “Equity Purchase Agreement”), and 51,195 common sharesissuable upon exercise of the common stock purchase warrant to purchase common shares (the “ELOCWarrant” and together with the Notes, the Warrants, the Commitment Shares, and the ELOC Shares, the“Securities”). We may receive gross proceeds of up to $30,000,000 from the sale of Common Stock to MastHill under the Equity Purchase Agreement, from time to time, in our discretion after the date of the registrationstatement of which this prospectus is a part is declared effective and after satisfaction of other conditions in theEquity Purchase Agreement. The actual amount of proceeds we receive pursuant to each Put Notice (each, the“Put Amount”) is determined by multiplying the Put Amount requested by the applicable purchase price. Thepurchase price for each of the Put Shares equals 96% of the “Market Price,” less the Clearing Costs. MarketPrice is the lowest volume weighted average prices of the Company’s common shares on its principal marketon any trading day during the Valuation Period. The Valuation Period is the four trading days immediatelyfollowing the date on which Mast Hill receives the Put Shares in its brokerage account. Mast Hill may sell theshares they receive immediately after receipt of such shares, which may be prior to final determination of thepurchase price for such shares and could cause the price of our common shares to decrease. If the price of ourcommon shares declines, then Mast Hill may pay a lower purchase price for such shares. Clearing Costs are allthe fees of the R. F. Lafferty & Co., Inc. (the “Placement Agent”) with respect to the transactions contemplatedby the Equity Purchase Agreement, as well as the fees incurred by Mast Hill with respect to its brokerage firm,clearing firm, Company transfer agent fees, and attorney fees, with respect to the Put Shares. The PlacementAgent will earn a cash fee of 4% of any cash draws under the Equity Purchase Agreement which fee will bededucted from purchase price paid by Mast Hill for each draw under the Equity Purchase Agreement. See the section titled “Description of Equity Financing Transaction” for a description of the PurchaseAgreement and the section titled “Selling Shareholders” for additional information regarding Mast Hill andFirstFire. The above numbers assume full conversion of the Notes at the floor price of $1.00, full exercise of theWarrants at the exercise price of $3.51 and full exercise of the ELOC Warrant at the exercise price of $2.93.There is no guarantee that (i) the Notes will be converted into common shares, or (ii) that the Warrants orELOC Warrant will be exercised for common shares. The Notes had an initial conversion price of $3.25 per common share, the Warrants had an initial exerciseprice of $3.51 per common share, and the ELOC Warrant had an initial exercise price of $2.93. The conversionprice of the Notes and the exercise price of the Warrants are subject to adjustment (see “Description of PrivatePlacements”). Beginning the earlier of (i) 90 days after effectiveness of this registration statement, (ii)November 23, 2024 or (iii) the first date the Company permits an alternate conversion, the holders of the Noteshave the option to convert up to all accrued interest under the Notes and up to 20% of the original principalamount of the Notes per calendar month at a price equal to the market price (the “Note Alternate ConversionPrice”). The market price is 90% of the lowest volume weighted average price (“VWAP”) of our common shares during the five (5) trading days prior to the date of such conversion, but in no event less than theconversion floor price of $1.00. As of November 26, 2024, using the lowest price at which such securities maybe converted on that date, the Notes, the Warrants, and the ELOC Warrant have conversion or exercise Table of Contents prices of $3.25, $3.51 and $2.93, respectively. In light of the fact that the Note Alternate Conversion P