BIMI International Medical Inc. (NASDAQ: BIMI) (“BIMI” or the “Company”), a healthcare products and services provider, today announced that it has entered into a Securities Purchase Agreement (the “SPA”) with two institutional investors (the “Holders”) to sell certain senior secured convertible notes of the Company in a private placement in the aggregate principal amount of $7,800,000 in the aggregate original principal amount of $6,500,000, representing an aggregate original issue discount of 20% (the “Convertible Notes”). The Convertible Notes do not bear interest except upon the occurrence of certain events of default.
Pursuant to the SPA, the Convertible Notes will be issued to the Holders, together with 4-year warrants to acquire 1,800,000 shares of the Company’s common stock (the “Warrants”), subject to certain adjustments. The Warrants are exercisable at any time or times after the Stockholder Approval Date (as defined below) in whole or in part, at the option of the holders thereof, for shares of the common stock for an exercise price of $0.71. Under the SPA, the Company agreed to hold a stockholder meeting, by no later than February 15, 2022 (the “Stockholder Approval Date”) to approve resolutions authorizing the issuance of shares of common stock under the Convertible Notes and the Warrants for the purposes of compliance with the stockholder approval rules of the Nasdaq Stock Market. If such approval is not received by the Stockholder Approval Date, the Company is obligated to continue to secure such stockholder approval by May 15, 2022 and every six months thereafter until such approval is obtained.
Each Convertible Note has a face amount of $3,900,000 for which each Holder will pay $3,250,000 in cash. Additional Convertible Notes in an aggregate original principal amount not to exceed $3,900,000 may also be issued to the Holders under the SPA at a later date under certain circumstances. The Convertible Notes mature on the 18-month anniversary of the issuance date, are payable by the Company in installments. The Convertible Notes are convertible at any time after the Stockholder Approval Date in whole or in part, at the option of the Holders into shares of the Company’s common stock at a rate equal to the amount of principal, interest (if any) and unpaid late charges (if any), divided by a conversion price of $0.65. The floor price per share at which a Convertible Note may be converted is $0.1557.
The Company intends to use the net proceeds from this offering for general corporate and working capital purposes.
The offering is expected to close on or about November 25, 2021, subject to the satisfaction of customary closing conditions.
FT Global Capital Inc. acted as the exclusive placement agent in connection with the private offering.
The securities to be sold in the private offering have not been registered under the Securities Act of 1933, as amended, or state securities laws as of the time of issuance and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission ("SEC") or an applicable exemption from such registration requirements. The Company has agreed to file one or more registration statements with the SEC registering the resale of the shares of common stock issuable upon exercise and/or conversions of the securities in the private offering.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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