FangDD Announces US$5,000,000 Senior Convertible Notes Offering
Rhea-AI Summary
FangDD Network Group (Nasdaq: DUO) has announced a US$5,000,000 senior convertible notes offering. The notes carry a 5% original issue discount with a nine-month term and rank senior to all other existing indebtedness and equity.
The notes can be converted into Class A ordinary shares at a conversion price that is the lower of: (i) 130% of the lowest daily VWAP before the closing date, or (ii) 90% of the lowest daily VWAP over ten trading days before conversion. The floor price is set at US$0.11 per share.
The offering, expected to close on February 11, 2025, includes the issuance of additional 164,610 Class A ordinary shares. If default occurs, interest will accrue at 15% per annum. MM Global Securities, Inc. serves as the exclusive placement agent, and proceeds will be used for general corporate purposes.
Positive
- Secured US$5,000,000 in new financing through senior convertible notes
- Notes rank senior to all other existing debt and equity
- Floor price protection set at US$0.11 per share
Negative
- 5% original issue discount reduces actual proceeds received
- Potential dilution for existing shareholders through note conversion
- 15% default interest rate indicates high-risk financing terms
- Short-term nature of financing (9-month term) suggests immediate capital needs
News Market Reaction – DUO
In the trading session that priced this news, DUO declined 6.16%, reflecting a notable negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
AI-generated analysis. How Rhea-AI works. Not financial advice.
SHENZHEN, China, Feb. 11, 2025 (GLOBE NEWSWIRE) -- Fangdd Network Group Ltd. (Nasdaq: DUO) (“FangDD” or the “Company”), a customer-oriented property technology company in China, today announced that it has entered into a securities purchase agreement with certain investors (the “Purchase Agreement”) for the offering by the Company of (i) senior
The Notes carry a
Holders can convert their Notes into Class A ordinary shares by providing a conversion notice. The number of shares issuable upon conversion is calculated by dividing (i) the portion of the principal and any accrued interest the holder chooses to convert by (ii) the conversion price on the date of the conversion notice. The conversion price is the lower of (i) the fixed conversion price, set at
The Purchase Agreement and the Notes contain representations, warranties and other provisions customary for transactions of this nature. The offering is expected to close on or about February 11, 2025, subject to the satisfaction of customary closing conditions. FangDD intends to use the net proceeds from this offering for general corporate purposes.
The Company has engaged MM Global Securities, Inc. as its exclusive placement agent in connection with this offering.
The securities described above will be offered by the Company pursuant to an effective “shelf” registration statement on Form F-3 (File No. 333-267397) previously filed with the United States Securities and Exchange Commission (the “SEC”) on September 13, 2022 and declared effective by the SEC on September 29, 2022. The securities may be offered only by means of a written prospectus and prospectus supplement that form a part of the registration statement. The prospectus supplement and accompanying base prospectus contain important information relating to the Class A ordinary shares to be sold in the offering. The prospectus supplement will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov, or may be obtained, when available, by contacting us at Room 1501, Shangmei Technology Building, No. 15 Dachong Road, Nanshan District, Shenzhen, the PRC, or by email at ir@fangdd.com. The foregoing description of the Purchase Agreement and the Notes is qualified in its entirety by reference to the full text of such agreements furnished as exhibits to a current report on Form 6-K to be furnished by the Company to the SEC.
This press release shall not constitute an offer to sell nor the solicitation of an offer to buy, 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 the registration or qualification under the securities laws of any such state or jurisdiction.
About FangDD
Fangdd Network Group Ltd. (Nasdaq: DUO) is a customer-oriented property technology company in China, focusing on providing real estate transaction digitalization services. Through innovative use of mobile internet, cloud, big data, artificial intelligence, among others, FangDD has fundamentally revolutionized the way real estate transaction participants conduct their business through a suite of modular products and solutions powered by SaaS tools, products and technology. For more information, please visit http://ir.fangdd.com.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “hope,” “going forward,” “intend,” “ought to,” “plan,” “project,” “potential,” “seek,” “may,” “might,” “can,” “could,” “will,” “would,” “shall,” “should,” “is likely to” and the negative form of these words and other similar expressions. Among other things, statements that are not historical facts, including statements about the Company’s beliefs and expectations are or contain forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement. All information provided in this press release is as of the date of this press release and is based on assumptions that the Company believes to be reasonable as of this date, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
Investor Relations Contact
Ms. Linda Li
Director, Capital Markets Department
Phone: +86-0755-2699-8968
E-mail: ir@fangdd.com
