ATIF Holdings Ltd Files 8-K: Material Agreement & Equity Sales

TL;DR

ATIF Holdings Ltd signed a big deal and sold some stock, check the financials.

AI Summary

On April 16, 2024, ATIF Holdings Limited entered into a material definitive agreement related to the acquisition of a company. The filing also disclosed unregistered sales of equity securities and included financial statements and exhibits. ATIF Holdings Limited is incorporated in the British Virgin Islands and its fiscal year ends on July 31.

Why It Matters

This 8-K filing indicates significant corporate activity for ATIF Holdings Ltd, including a new material agreement and equity transactions, which could impact its future financial performance and strategic direction.

Risk Assessment

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

Key Players & Entities

• ATIF Holdings Limited (company) — Registrant
• April 16, 2024 (date) — Date of earliest event reported
• British Virgin Islands (jurisdiction) — State of incorporation
• July 31 (date) — Fiscal year end

FAQ

Key Financial Figures

• $0.001 — on which registered Ordinary Shares, $0.001 par value ATIF Nasdaq Capital Marke
• $1.23 — rdinary Shares") at a purchase price of $1.23 per share (the "Private Placement"). In
• $1,343,789.76 — eceived gross proceeds in the amount of $1,343,789.76. The Purchase Agreement contains custom

Filing Documents

• ea0204159-8k_atifhold.htm (8-K) — 28KB
• ea020415901ex10-1_atifhold.htm (EX-10.1) — 145KB
• 0001213900-24-034521.txt ( ) — 381KB
• atif-20240416.xsd (EX-101.SCH) — 3KB
• atif-20240416_lab.xml (EX-101.LAB) — 33KB
• atif-20240416_pre.xml (EX-101.PRE) — 22KB
• ea0204159-8k_atifhold_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement On April 16, 2024, ATIF Holdings Limited (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with a non- U.S investor named in the Purchase Agreement (the "Purchaser"), pursuant to which the Company agreed to sell an aggregate of 1,092,512 newly issued ordinary shares of the Company, $0.001 par value per ordinary share (the "Ordinary Shares") at a purchase price of $1.23 per share (the "Private Placement"). In connection with the Private Placement, the Company received gross proceeds in the amount of $1,343,789.76. The Purchase Agreement contains customary representations, warranties and covenants of the parties, and the closing was subject to customary closing conditions. The Purchaser acknowledged and agreed that any resale of the shares issued in connection with this Offering is subject to resale restrictions pursuant to the Securities Exchange Act of 1934 and none of the shares purchased herein has been registered under the Securities Act of 1933, as amended. Pursuant to the Purchase Agreement, the Company agreed that within a reasonable time after the closing, the Company shall file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing for the resale by the Purchaser of the purchased ordinary shares. The foregoing description of the Purchase Agreement is a summary and is qualified in its entirety by reference to the form of Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

02. Unregistered Sales of Equity

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K concerning the offer and sale of the shares of Ordinary Shares to the Purchasers pursuant to the Purchase Agreement is incorporated herein by reference. The ordinary shares issued and sold under the Purchase Agreement as described in Item 1.01 were offered and sold by the Company in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration for private placements based in part on the representations made by Purchaser including the representations with respect to the Purchaser's status as non-U.S. investor and their investment intent.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Securities Purchase Agreement, dated April 16, 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. ATIF HOLDINGS LIMITED By: /s/ Jun Liu Jun Liu Chief Executive Officer and Chairman of the Board Date: April 19, 2024 2

View Full Filing

View this 8-K filing on SEC EDGAR