DataSea Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

DATASEA INC. filed an 8-K on 10/21 for a material agreement and equity sales on 10/15.

AI Summary

On October 15, 2024, DataSea Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. This filing was made on October 21, 2024, and pertains to events as of October 15, 2024.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and potential equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

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

Key Players & Entities

• DATASEA INC. (company) — Registrant
• October 15, 2024 (date) — Date of Earliest Event Reported
• October 21, 2024 (date) — Filing Date
• Nevada (jurisdiction) — State of Incorporation
• ROSE ROCK INC. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value DTSS The NASDAQ Stock Mar
• $2.06 — "Common Stock"), at a purchase price of $2.06 per share (the "Purchase Price"), which
• $4.0 m — n the aggregate amount of approximately $4.0 million, and all of the Shares had been i

Filing Documents

• ea0218100-8k_datasea.htm (8-K) — 28KB
• ea021810001ex99-1_datasea.htm (EX-99.1) — 7KB
• 0001213900-24-089127.txt ( ) — 211KB
• dtss-20241015.xsd (EX-101.SCH) — 3KB
• dtss-20241015_lab.xml (EX-101.LAB) — 33KB
• dtss-20241015_pre.xml (EX-101.PRE) — 22KB
• ea0218100-8k_datasea_htm.xml (XML) — 4KB

01 Entry into a Definitive Material Agreement

Item 1.01 Entry into a Definitive Material Agreement. As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on October 3, 2024, Datasea Inc., a Nevada corporation (the "Company"), entered into subscription agreements, dated September 27, 2024 (the "Subscription Agreements"), with three non-U.S. investors (the "Investors"), including Zhixin Liu, the Company's Chairwoman of the Board, Chief Executive Officer, President and Secretary, and Fu Liu, a Director of the Company, pursuant to which the Company agreed to sell and the Investors agreed to purchase an aggregate of 1,932,224 shares (the "Shares") of the Company's common stock, par value $0.001 per share ("Common Stock"), at a purchase price of $2.06 per share (the "Purchase Price"), which was equal to the closing price of the Common Stock on The Nasdaq Capital Market on September 26, 2024 (the "Offering"). Pursuant to the terms of the Subscription Agreements, each Investor was required to pay the Purchase Price for the number of Shares such Investor purchased within 15 business days of September 27, 2024. As of October 15, 2024, the Company had received the Purchase Price from each Investor, representing gross proceeds in the aggregate amount of approximately $4.0 million, and all of the Shares had been issued. The proceeds raised in the Offering will primarily be used to support the Company's future business operations, including investments in acoustic high-tech related products design upgrade, working capital for mass production and on-line sales, acquiring intellectual property, and working capital for the promotion and sales of 5G AI multimodal digital business products.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Shares were issued in a private placement and are exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) and/or Regulation S promulgated thereunder, as a transaction not involving a public offering.

01 Other Events

Item 8.01 Other Events. On October 21, 2024, the Company issued a press release announcing the closing of the Offering. A copy of the press release is furnished herewith as Exhibit 99.1.

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated October 21, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

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. October 21, 2024 By: /s/ Zhixin Liu Name: Zhixin Liu Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR