Q&K Announces Issuance of Shares to CB Holders and Certain Lender
May 25 2022 - 8:00AM
Q&K International Group Limited (NASDAQ: QK) (“Q&K” or the
“Company”), a leading technology-driven long-term apartment rental
platform in China, announced today that the Company and the holders
(the “CB Holders”) of its convertible note dated July 29, 2020 (the
“2020 CB”) entered into certain amendments dated May 25, 2022 (the
“Amendments”) to the 2020 CB and related transaction documents.
Pursuant to the Amendments, the conversion price of the 2020 CB was
adjusted to being the price calculated as seventy five percent
(75%) of the 15-Trading Day average closing price of the Company’s
American Depositary Shares (the “ADS”), each representing 150 class
A ordinary shares of the Company, as of May 13, 2022 (the
“Conversion Price”). Also pursuant to the Amendments, all of the
issued and outstanding warrants previously issued to the CB Holders
in connection with the 2020 CB are deemed to have expired and the
Company will have no further obligation to issue additional
warrants to the CB Holders in connection with the 2020 CB.
On May 25, 2022, the CB Holders elected to
convert, and converted, all of the US$64,729,973 outstanding
principal amount of the 2020 CB and all the accrued but unpaid
interest as of such date at the Conversion Price, resulting in the
issuance of 15,414,467,400 class A ordinary shares or 102,763,116
ADSs.
In addition, on May 25, 2022, the Company issued
8,617,124,250 class A ordinary shares to a lender (the “Lender”) of
its outstanding facility (the “Converted Loan”) at a per share
price equal to the Conversion Price divided by 150 (being the ADS
to class A ordinary share ratio), or for a total consideration of
US$36,185,890. The payment of the total consideration is set off by
the repayment by the Company of the outstanding amount (including
any accrued but unpaid interest) owed by the Company to the Lender
under the Converted Loan.
Immediately following these issuances, the
Company has 25,506,250,861 class A ordinary shares outstanding.
The CB Holders and the Lender are non-U.S.
persons, and the transactions are offshore transactions exempt from
registration with the U.S. SEC under Regulation S of the United
States Securities Act of 1933, as amended.
“We believe the CB and loan conversion
demonstrates the CB Holders and Lender’s confidence in our business
and long-term success. It also helps optimize our capital structure
and significantly reduce the Company’s financial burden.” commented
Chengcai Qu, the chief executive officer of the Company.
About Q&K
Q&K International Group Limited (NASDAQ: QK)
is a leading technology-driven long-term apartment rental platform
in China. The Company offers young, emerging urban residents
conveniently-located, ready-to-move-in, and affordable branded
apartments as well as facilitates a variety of value-added
services. Q&K leverages advanced IT and mobile technologies to
manage rental apartments in various cities in China. Technology is
the core of Q&K’s business and is applied to its operational
process from apartment sourcing, renovation, and tenant
acquisition, to property management. The focus on technology
enables Q&K to operate a large, dispersed, and fast-growing
portfolio of apartments with high operational efficiency and
deliver a superior user experience.
Safe Harbor Statement
This press release contains forward-looking
statements. These statements constitute “forward-looking”
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and 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” and similar statements. Among other things, the
quotations from management in this press release and the Company
and its subsidiaries’ (collectively, the “Group”) operations and
business outlook contain forward-looking statements. Such
statements involve certain risks, uncertainties and other factors
that could cause actual results to differ materially from those in
the forward-looking statements. These risks and uncertainties
include, but are not limited to the following: the Group’s ability
to access financing on favorable terms in a timely manner and
maintain and expand its cooperation with financial institutions;
the Group’s ability to continue as a going concern in the future or
achieve or maintain profitability; the Group’s ability to
effectively respond to the challenges and uncertainties resulting
from the COVID-19 pandemic and other outbreaks and catastrophes;
the Group’s ability to manage its growth; the Group’s ability to
integrate strategic investments, acquisitions and new business
initiatives; the Group’s ability to control the quality of its
operations, including the operation of the rental apartments
managed by its own apartment managers or by third-party
contractors; the Group’s ability to attract and retain tenants and
landlords, including tenants and landlords from its acquired lease
contracts; the Group’s ability to resolve disputes with third
parties; the Group’s ability to manage its brand and reputation;
the Group’s goal and strategies; the Group’s limited operating
history; the Group’s ability to compete effectively; and
assumptions underlying or related to any of the foregoing. Further
information regarding these and other risks is included in the
Group’s filings with the U.S. Securities and Exchange Commission.
Except as required by law, the Group does not undertake any
obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.
For investor and media inquiries, please
contact:
Q&K
E-mail: ir@qk365.com
Christensen
In China
Mr. Rene Vanguestaine
Phone: +852-6686-1376
E-mail: rvanguestaine@ChristensenIR.com
In U.S.
Ms. Linda Bergkamp
Phone: +1-480-614-3004
Email: lbergkamp@christensenir.com
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