Ucommune Amends Warrants, Sets $0.30 Conversion Floor Price

TL;DR

**Ucommune set a $0.30 floor price on warrant conversions, limiting future dilution.**

AI Summary

Ucommune International Ltd. filed a 6-K on January 31, 2024, reporting an amendment to warrants issued to JAK Opportunities LLC. This amendment, made on March 1, 2022, set a floor price of US$0.30 per Class A ordinary share for the conversion of an 8% senior debenture and related warrants, which were originally part of a US$3,000,000 securities purchase agreement from January 26, 2022. This matters to investors because a floor price on conversion limits potential dilution if the stock price drops significantly, providing some protection for existing shareholders.

Why It Matters

This amendment provides a floor price for warrant conversions, which can protect existing shareholders from excessive dilution if the stock price falls below US$0.30.

Risk Assessment

Risk Level: low — The amendment reduces the risk of extreme dilution from warrant conversions if the stock price drops significantly.

Analyst Insight

Investors should note that the floor price limits downside dilution from these specific warrants, but it doesn't prevent other forms of dilution or stock price declines. It's a minor positive for existing shareholders.

Key Numbers

• $3,000,000 — Principal amount of senior debenture (Original investment by JAK Opportunities LLC)
• $0.30 — Floor price per Class A ordinary share (Minimum conversion price for debenture and warrants)

Key Players & Entities

• Ucommune International Ltd (company) — the registrant
• JAK Opportunities LLC (company) — the purchaser of securities and warrants
• US$3,000,000 (dollar_amount) — principal amount of the senior debenture
• US$0.30 (dollar_amount) — floor price per Class A ordinary share
• January 26, 2022 (date) — date of the original securities purchase agreement
• March 1, 2022 (date) — date of the amendment agreements

FAQ

Key Financial Figures

• $3,000,000 — C (the “Purchaser”) for a US$3,000,000 principal amount 8% senior debenture co
• $0.30 — and Warrants to set a floor price of US$0.30 per Class A ordinary share, par value o
• $0.0001 — Class A ordinary share, par value of US$0.0001 each (the “Floor Price”) fo
• $0.002 — one ordinary share with par value of US$0.002 each of the Company (the “2022 Sh
• $6.00 — Consolidation, the Floor Price became US$6.00 per Class A ordinary share, par value o
• $4.50 — f the Warrants and the Floor Price to US$4.50 per Class A ordinary share, par value o
• $2.30 — f the Warrants and the Floor Price to US$2.30 per Class A ordinary share, par value o
• $1.30 — f the Warrants and the Floor Price to US$1.30 per Class A ordinary share, par value o
• $0.70 — conversion price of the Debenture to US$0.70 per Class A ordinary share, par value o
• $0.024 — one ordinary share with par value of US$0.024 each of the Company (the “2023 Sh
• $15 — ;) has been automatically adjusted to US$15.6, and effective on December 21, 2023,
• $3.37 — ts has been automatically adjusted to US$3.37 per Ordinary Share pursuant to the mech

Filing Documents

• ea192470-6k_ucommune.htm (6-K) — 23KB
• ea192470ex4-1_ucommune.htm (EX-4.1) — 13KB
• 0001213900-24-008104.txt ( ) — 38KB

From the Filing

OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-39738 UCOMMUNE INTERNATIONAL LTD (Exact name of registrant as specified in its charter) Floor B1, Tower D No. 2 Guang Hua Road Chaoyang District, Beijing People’s Republic of China, 100026 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F Form 40-F EXPLANATORY NOTE This current report on Form 6-K (this “Form 6-K”) and the exhibit to this Form 6-K are incorporated by reference into the registration International Ltd (File No. 333-266899), and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished. 1 Amendment to Warrants On January 26, 2022, Ucommune International Ltd (the “Company” or “we”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with JAK Opportunities LLC (the “Purchaser”) for a US$3,000,000 principal amount 8% senior debenture convertible into Class A ordinary shares (the “Debenture”) and three series of warrants to purchase Class A ordinary shares (the “Warrants”). On March 1, 2022, the Company and the Purchaser entered into amendment agreements (the “Initial Amendment Agreements”) to the Securities Purchase Agreement, Debenture and Warrants to set a floor price of US$0.30 per Class A ordinary share, par value of US$0.0001 each (the “Floor Price”) for the conversion price of the Debenture and exercise price of the Warrants. On April 22, 2022, the Company effected a share consolidation of 20 ordinary shares with par value of US$0.0001 each in the Company’s issued and unissued share capital into one ordinary share with par value of US$0.002 each of the Company (the “2022 Share Consolidation”). Under the Initial Amendment Agreements, the Floor Price shall be proportionately decreased upon a stock split or share subdivision of Class A ordinary shares, and proportionately increased in the case of a reverse stock split or share combination of Class A ordinary shares. Following the 2022 Share Consolidation, the Floor Price became US$6.00 per Class A ordinary share, par value of US$0.002 per share. On August 29, 2022, the Company and the Purchaser entered into additional amendment agreements (the “Second Amendment Agreements”) to the Securities Purchase Agreement, Debenture and Warrants to amend the conversion price of the Debenture, the exercise price of the Warrants and the Floor Price to US$4.50 per Class A ordinary share, par value of US$0.002 per share. The Second Amendment Agreements shall become effective on September 6, 2022, unless Nasdaq objects to any of amendments therein prior to such date. On October 25, 2022, the Company and the Purchaser entered into additional amendment agreements (the “Third Amendment Agreements”) to the Securities Purchase Agreement, Debenture and Warrants to amend the conversion price of the Debenture, the exercise price of the Warrants and the Floor Price to US$2.30 per Class A ordinary share, par value of US$0.002 per share. The Third Amendment Agreements shall become effective on November 4, 2022, unless Nasdaq objects to any of amendments therein prior to such date. On January 24, 2023, the Company and the Purchaser entered into additional amendment agreements (the “Fourth Amendment Agreements”) to the Securities Purchase Agreement, Debenture and Warrants to amend the conversion price of the Debenture, the exercise price of the Warrants and the Floor Price to US$1.30 per Class A ordinary share, par value of US$0.002 per share. In addition, the Maturity Date under and as defined in the Debenture shall be amended and restated from January 25, 2023 to July 25, 2023, and the Termination Date for purposes of the Series B Warrant shall be amended and restated to September 30, 2023. The Fourth Amendment Agreements shall become effective on February 7, 2023 unless Nasdaq objects to any of amendments therein prior to such date, except that the amended Maturity Date of the Debenture shall become effective upon execution. On June 7, 2023, the Company and the Purchaser entered into additional amendment agreements (the “Fifth Amendment Agreements”) to the Securities Purchase Agreement, Debenture and Warrants to amend the conversion price of the Debenture and the floor for conversion price of the Debenture to US$0.70 per Class A ordinary share, par value of US$0.002 per share, while the exercise price of the Warrants and the floo

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