GMM Globa Mofy AI Ltd

 

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 November 2024

 

Commission File Number: 001-41834

 

GLOBAL MOFY AI LIMITED 

No. 102, 1st Floor, No. A12, Xidian Memory Cultural and Creative Town

Gaobeidian Township, Chaoyang District, Beijing

People’s Republic of China, 100000

+86-10-64376636

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒   Form 40-F ☐

 

 

As previously disclosed in a Report on Form 6-K filed by GLOBAL MOFY AI LIMITED (the “Company”), on October 13, 2024, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with several investors (the “Purchasers”) for a private placement (“PIPE Offering”) of (i) 5,000,000 Class A ordinary shares (the “Shares”), par value $0.000002 per share and (ii) 10,000,000 warrants to purchase an aggregate of 10,000,000 Class A ordinary shares at an initial exercise price of $3.00 per Class A ordinary share, subject to adjustment (the “Warrants”).

 

Pursuant to the Securities Purchase Agreement, as amended pursuant to the Amendment Agreement dated October 31, 2024, by and among the Company and the Purchasers (the “Amendment Agreement”), on the fourteenth (14^th) calendar days after the closing of the PIPE Offering, the exercise price of the Warrants shall be reset to 20% of Nasdaq Minimum Price of the Company’s Class A ordinary share determined on the date of the Securities Purchase Agreement. In addition, upon such reset of the exercise price, the number of Class A ordinary shares underlying the Warrants (the “Warrant Shares”) issuable immediately prior to such reset shall be adjusted to the number of Class A ordinary shares determined by multiplying the initial exercise price by the number of Warrant Shares acquirable upon exercise of the Warrants immediately prior to such reset and dividing the product thereof by the exercise price resulting from such reset. 

 

The Warrants are exercisable upon issuance and will expire five years from their initial date of exercise. The Warrants are exercisable for cash; provided, however that they may be exercised on a cashless exercise if, at the time of exercise, there is no effective registration statement registering, or no current prospectus available for the resale of the Warrant Shares. In addition, if at any time after the three months’ anniversary of the date of issuance, the holder of the Warrant may alternatively exchange all, or any part, of the Warrants into such aggregate number of Class A ordinary shares equal to the product of (x) 0.8 and (y) such aggregate number of Class A ordinary shares underlying such portion of the Warrants to be exercised.

 

The exercise price of the Warrants is subject to further adjustment including share dividends, share splits, share combination, subsequent rights offering, pro rata distributions, and certain fundamental transaction. If at any time on or after the issuance of the Warrants, there occurs any share split, reverse share split, share dividend, share combination recapitalization or other similar transaction involving the Class A ordinary shares (each, a “Share Combination Event”, and such date on which the Share Combination Event is effected, the “Share Combination Event Date”) and the lowest weighted average price of the Class A ordinary shares during the period commencing on the trading day immediately following the applicable Share Combination Event Date and ending on the fifth (5th) trading day immediately following the applicable Share Combination Event Date (such period the “Share Combination Adjustment Period” and such price the “Event Market Price”), is less than the exercise price then in effect (after giving effect to the adjustment of the share splits share combination by multiplying a fraction of which the numerator shall be the number of Class A ordinary shares outstanding immediately before such event and of which the denominator shall be the number of Class A ordinary shares outstanding immediately after such event), then, at the close of trading on the last day of the Share Combination Adjustment Period, the exercise price then in effect on such 5th trading day shall be reduced (but in no event increased) to the Event Market Price and the number of Warrant Shares issuable upon exercise of the Warrants shall be increased such that the aggregate exercise price payable, after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price for the Warrant Shares prior to such adjustment.

 

The Company issued the Shares and Warrants and the PIPE Offering closed on October 31, 2024. The Shares and Warrants were issued in reliance on Regulation S promulgated under the Securities Act of 1933, as amended, and the Purchasers represented that they were not residents of the United States or “U.S. persons” as defined in Rule 902(k) of Regulation S and were not acquiring the Shares or Warrants for the account or benefit of any U.S. person.

 

The foregoing description of the Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment Agreement, a form of which attached hereto as Exhibits 10.1 and is incorporated herein by reference.  

 

The Company issued a press release filed herewith on November 6, 2024. The materials attached as Exhibits 99.1 are incorporated by reference herein.

 

EXHIBIT INDEX

  

Exhibit No.		Description
10.1		Form of Amendment Agreement
99.1		Press release dated November 6, 2024

 

 

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, thereunto duly authorized.

 

	GLOBAL MOFY AI LIMITED
Date: November 6, 2024	By:	/s/ Haogang Yang
	Name:	Haogang Yang
	Title:	Chief Executive Officer, and a director

 

 

2

Exhibit 10.1

 

AMENDMENT AGREEMENT

 

This Amendment Agreement (the “Amendment Agreement”), dated as of October 31, 2024, is entered into by and between Global Mofy AI Limited, a Cayman Islands company (“Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) to amend a certain securities purchase agreement by and among the Company and the Purchasers dated October 13, 2024 (the (the “Securities Purchase Agreement”).

 

BACKGROUND

 

(A)

Section 5.5 of the Securities Purchase Agreement requires any amendments to the Securities Purchase Agreement to be in a written instrument signed by the Company and Purchasers which purchased at least 50.1% in interest of the Shares and Pre-Funded Warrants based on the initial Subscription Amounts thereunder .

 

(B)

The parties desire to enter into this Amendment Agreement, pursuant to the terms and conditions set forth herein, to amend the definition of the Reset Date.

 

AGREED TERMS

 

1.	Definitions and interpretation

 

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement.

 

2.	Amendment to the Convertible Note

 

The definition of the Reset Date as set forth the Securities Purchase Agreement shall be amended to mean “the date that is fourteenth (14^th) calendar days after the Closing Date”.

 

3.	Representations and warranties

 

Each party to this Amendment Agreement represents and warrants to the other as of the date of this Amendment Agreement that:

 

(a) it has the requisite corporate power and authority to enter into this Amendment Agreement and to consummate the transactions contemplated by this Amendment Agreement;

 

(b) it has taken all necessary corporate actions to authorize the execution, delivery and performance of this Amendment Agreement and no further action is required by it, its Board of Directors or managers or its stockholders or members in connection therewith; and

 

(c) the obligations assumed by it in this Amendment Agreement are legal, valid, and enforceable obligations binding on it in accordance with its terms.

 

 

4.	Counterparts and delivery

 

This Amendment Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

 

5.	Governing law

 

This Amendment Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Amendment Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under the Securities Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

 

IN WITNESS WHEREOF, the Company and the Purchasers have caused this Amendment Agreement to be signed by their duly authorized officers.

 

	GLOBAL MOFY AI LIMITED
	By:
		Name:	Haogang Yang
		Title:	Chief Executive Officer

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

 

 

[PURCHASER SIGNATURE PAGES TO AMENDMENT AGREEMENT]

 

IN WITNESS WHEREOF, the undersigned have caused this Amendment Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 

Name of Purchaser: ________________________________________________________

 

Signature of Authorized Signatory of Purchaser: __________________________________

 

Name of Authorized Signatory: ____________________________________________________

 

Title of Authorized Signatory: _____________________________________________________

 

Number of Shares purchased pursuant to the Securities Purchase Agreement: _______________

 

Number of Pre-Funded Warrant Shares purchased pursuant to the Securities Purchase Agreement: _______________

 

[SIGNATURE PAGES CONTINUE]

 

 

4

Exhibit 99.1

 

GLOBAL MOFY AI LIMITED Announces Closing of $2.5 Million Private Placement Financing

 

BEIJING, Nov. 6, 2024 (GLOBE NEWSWIRE) — Global Mofy AI Limited (the “Company” or “Global Mofy”) (Nasdaq: GMM), a generative AI-driven technology solutions provider engaged in virtual content production and the development of 3D digital assets for use in the broader digital content industry, today announced the successful closing of its previously announced private placement financing (the “Offering”) on October 31, 2024. In connection with the closing of the Offering, the Company issued an aggregate of 5,000,000 Class A ordinary shares, par value $0.000002 per share (each an “Class A Ordinary Share”), and 10,000,000 warrants (each a “Warrant”), each to purchase one Class A Ordinary Share at an exercise price of $3.00 per share, subject to adjustment, pursuant to the securities purchase agreement dated October 13, 2024, as amended on October 31, 2024, by and between the Company and each investor. The Warrants are exercisable upon issuance and will have a term of 5 years from the issuance date.

 

The Company received gross proceeds of approximately $2.5 million from the Offering, before deducting customary transaction costs and expenses. These funds will be strategically utilized to support the development of the Company’s generative AI platform, drive research and development initiatives, bolster administrative operations, facilitate talent acquisition, and satisfy working capital needs.

 

“We are excited to complete this financing round, which marks an important step in our mission to lead the generative AI-driven transformation in the digital content sector,” said Haogang Yang, CEO of Global Mofy. “This funding enables us to further strengthen our AI capabilities, expand our 3D digital asset offerings, and explore new frontiers for AI applications in the virtual content industry. Our focus remains on advancing the capabilities of our platform to meet the ever-evolving needs of the digital economy.”

 

The securities described above have not been registered under the Securities Act of 1933, as amended. Accordingly, these securities may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. Global Mofy has agreed to file a registration statement with the Securities and Exchange Commission (SEC) registering the resale of the Class A Ordinary Shares and Class A Ordinary Shares issuable upon the exercise of the Warrants issued in this Offering.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

 

 

About Global Mofy AI Limited

 

Global Mofy AI Limited (Nasdaq: GMM) is a generative AI-driven technology solutions provider engaged in virtual content production, and the development of digital assets for the digital content industry. Utilizing its proprietary “Mofy Lab” technology platform, which consists of interactive 3D and artificial intelligence (“AI”) technology, the Company creates high-definition virtual versions of a wide range of physical world objects in 3D ranging from characters, objects to scenes and more. The digital assets can be used in different applications, including movies, TV series, AR/VR, animation, advertising, gaming, and more. Global Mofy Metaverse is one of the leading digital asset banks in China, which consists of more than 100,000 high-precision 3D digital assets. For more information, please visit www.globalmofy.cn/ or ir.globalmofy.cn.

 

Forward-Looking Statement

 

This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. These forward-looking statements include, without limitation, the Company’s statements regarding the expected trading of its Ordinary Shares on the Nasdaq Capital Market and the closing of the Offering. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

 

For more information, please contact:

Global Mofy AI Ltd.

Investor Relations Department

ir@mof-vfx.com

 

 

 

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