Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
October 15 2021 - 4:11PM
Edgar (US Regulatory)
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 October 2021
Commission File Number 001-39025
9F Inc.
(Translation of registrant’s name into English)
Room 1607, Building No. 5, 5 West Laiguangying
Road
Chaoyang District, Beijing 100102
People's Republic of China
(Address of principal executive office)
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 x Form 40-F
¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
9F Inc. Announces Closing of Private Placement
and Amendment to the Corresponding Definitive Agreement
This
current report on Form 6-K was submitted in connection with a certain private placement transaction involving 9F Inc. (the “Company”).
The
Company has recently completed the closing of the first tranche of its private placement, pursuant to the terms of the share subscription
agreement (the “Existing Agreement”) entered into with a certain investor (the “Investor”) as previously reported
on July 19, 2021, and has issued in instalments a total of 4,986,012 class A ordinary shares of the Company (“Ordinary Shares”),
par value $0.00001 per share, to the Investor. Ordinary Shares acquired by the Investor in this transaction are subject to a six-month
lock-up period post-closing.
In conjunction with the closing of the first
tranche investment under the Existing Agreement, the Company, the Investor and a certain other investor (the “Joining Investor”)
have entered into a restated and amended subscription agreement (the “Amended Agreement”), which amends the Existing Agreement.
The key terms (including the per class A ordinary share subscription price and the lock-up requirement) of the Amended Agreement are substantially
similar to those of the Existing Agreement, except that in lieu of the Investor having options to make the second tranche of the investment
as originally contemplated under the Existing Agreement, the Amended Agreement provides that the Joining Investor may invest up to $1,000,000
in the Company (the “Joining Investor Second Tranche Investment”) for newly issued Ordinary Shares. The Joining Investor
Second Tranche Investment closed recently, pursuant to which the Company issued 678,426 Ordinary Shares, par value $0.00001 per share, to the Joining Investor, which shares are also subject to a six-month
lock-up period post-closing.
Safe Harbor Statement
This Form 6-K contains forward-looking statements.
These statements constitute “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act
of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can
be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,”
“plans,” “believes,” “estimates,” “target,” “confident” and similar statements.
Such statements are based upon management’s current expectations and current market, regulatory and operating conditions and relate
to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which
are beyond the Company’s control. Forward-looking statements involve risks, uncertainties and other factors that could cause actual
results to differ materially from those contained in any such statements. Potential risks and uncertainties include, but are not limited
to, general economic conditions in China, and the Company’s ability to meet the standards necessary to maintain listing of its ADSs
on the Nasdaq, including its ability to cure any non-compliance with the Nasdaq’s continued listing criteria. Further information
regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange
Commission. All information provided in this Form 6-K is as of the date of this Form 6-K, and 9F Inc. does not undertake any obligation
to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable
law.
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.
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9F Inc.
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By:
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/s/ Lei Liu
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Name:
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Lei Liu
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Title:
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Chief Executive Officer
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Date: October 15, 2021
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