DATASEA INC. Files 8-K for Material Definitive Agreement

TL;DR

DATASEA INC. just signed a big deal, filing an 8-K. Watch this space.

AI Summary

On July 2, 2024, DATASEA INC. entered into a material definitive agreement. The company, formerly known as ROSE ROCK INC., is incorporated in Nevada and its principal executive offices are located in Beijing, People's Republic of China. This filing is a current report under Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

This 8-K filing indicates a significant new agreement for DATASEA INC., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

• 001-38767 — SEC File Number (Identifies the company's filing with the SEC.)
• 45-2019013 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• DATASEA INC. (company) — Registrant
• ROSE ROCK INC. (company) — Former company name
• July 2, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• Beijing, People's Republic of China (location) — Address of Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value DTSS The Nasdaq Stock Mar
• $3.25 — pany (the "Common Stock") at a price of $3.25 per share and pre-funded warrants to pu
• $3.24 — 08 shares of Common Stock at a price of $3.24 per share with an exercise price of $0.
• $0.01 — .24 per share with an exercise price of $0.01 per share (the "Pre-Funded Warrants").
• $2.25 million — ceeds of the Offering are approximately $2.25 million before deducting fees to the Company's
• $75,000 — an amount not to exceed an aggregate of $75,000. In addition, pursuant to certain "loc

Filing Documents

• ea0208896-8k_datasea.htm (8-K) — 34KB
• ea020889601ex5-1_datasea.htm (EX-5.1) — 15KB
• ea020889601ex10-33_datasea.htm (EX-10.33) — 203KB
• ea020889601ex10-34_datasea.htm (EX-10.34) — 92KB
• ea020889601ex10-35_datasea.htm (EX-10.35) — 70KB
• ea020889601ex99-1_datasea.htm (EX-99.1) — 10KB
• ex5-1_001.jpg (GRAPHIC) — 12KB
• ex5-1_002.jpg (GRAPHIC) — 7KB
• ex99-1_001.jpg (GRAPHIC) — 6KB
• 0001213900-24-058824.txt ( ) — 737KB
• dtss-20240702.xsd (EX-101.SCH) — 3KB
• dtss-20240702_lab.xml (EX-101.LAB) — 33KB
• dtss-20240702_pre.xml (EX-101.PRE) — 22KB
• ea0208896-8k_datasea_htm.xml (XML) — 4KB

01. Entry into a Material Agreement

Item 1.01. Entry into a Material Agreement On July 2, 2024, Datasea Inc., a Nevada corporation (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") pursuant to which the Company agreed to issue and sell to an investor in a registered direct offering (the "Offering") 179,400 shares (the "Shares") of common stock, par value $0.001 per share of the Company (the "Common Stock") at a price of $3.25 per share and pre-funded warrants to purchase up to 512,908 shares of Common Stock at a price of $3.24 per share with an exercise price of $0.01 per share (the "Pre-Funded Warrants"). The securities to be issued in the Offering were offered and sold pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-272889), initially filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), on June 23, 2023, and declared effective on July 21, 2023. A prospectus supplement to the Form S-3 registration statement was filed with the Commission on July 3, 2024. The Pre-Funded Warrants are exercisable upon issuance and will remain exercisable until all the Pre-Funded Warrants are exercised in full. If we fail for any reason to deliver shares of Common Stock upon the valid exercise of the Pre-Funded Warrants, subject to our receipt of a valid exercise notice and the aggregate exercise price, by the time period set forth in the Pre-Funded Warrants, we are required to pay the applicable holder, in cash, as liquidated damages as set forth in the Pre-Funded Warrants. The Pre-Funded Warrants also include customary buy-in rights in the event we fail to deliver shares of common stock upon exercise thereof within the time periods set forth in the Pre-Funded Warrants. Under the terms of the Pre-Funded Warrants, a holder will not be entitled to exercise any portion of any such warrant, if, upon giving effect to such exercise, the aggregate numbe

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Description 5.1 Opinion of Crone Law Group, P.C. 10.33 Form of Securities Purchase Agreement 10.34 Form of Pre-Funded Warrant 10.35 Placement Agency Agreement 99.1 Press Release dated July 2, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DATASEA INC. July 3, 2024 By: /s/ Zhixin Liu Name: Zhixin Liu Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR