Report of Foreign Issuer (6-k)
May 14 2019 - 9:11AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of May 2019
Commission
File Number: 001-38772
REEBONZ
HOLDING LIMITED
(Exact
Name of Registrant as Specified in Its Charter)
c/o
Reebonz Limited,
5 Tampines North Drive 5
#07-00
Singapore 528548
+65 6499 9469
(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 ☐
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): ☐
Entry
into a Material Definitive Agreement.
Warrant
Exchange Agreements
On
May 14, 2019, Reebonz Holding Limited, a Cayman Islands exempted company (the “Company”), entered into a Warrant Exercise
Agreement (the “Exercise Agreement”) with certain holders (“Holders”) holding an aggregate of 400,000
warrants (the “Exercised Warrants”) to purchase ordinary shares of the Company, par value $0.00008 per share (“Ordinary
Shares”), that were offered and sold pursuant to the Company’s registered offering described in the
Company’s prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(1) under the Securities Act
of 1933 dated April 15, 2019. Pursuant to the Exercise Agreement, in exchange for Holders’ agreement to exercise the Exercised
Warrants in cash at the exercise price of $5.00 per Ordinary Share resulting in gross proceeds to the Company of $2,000,000 (the
“Proceeds”), the Company agreed to issue to Holders a new Ordinary Share purchase warrant (the “New Warrants”),
initially exercisable into a number of shares equal to 50% of the number of Exercised Warrants exercised. The New Warrants have
a five year term and are exercisable at into Ordinary Shares at $6.50 per Ordinary Share.
The
Company agreed to pay Roth Capital Partners and Maxim Group LLC, its financial advisors for the Exercise Agreement, a cash fee
consisting of a cash payment equal to six percent (6.0%) of the Proceeds received from the exercise of Holders Warrants. The Company
intends to use the net proceeds to settle outstanding obligations to certain of its service providers.
The
foregoing descriptions of the Warrant Exercise Agreement and the New Warrants do not purport to be complete descriptions of all
terms and conditions contained therein and are qualified in their entirety by reference to the full text of such documents attached
as Exhibits to this Current Report on Form 6-K which are incorporated herein by reference.
Unregistered
Sales of Equity Securities.
The
disclosures set forth above are incorporated by reference. The issuance by the Company of the New Warrants issued in
consideration of the Company’s inducement to exercise the Exercised Warrants was or will be made in reliance on Section
4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D
(“Regulation D”) as promulgated by the United States Securities and Exchange Commission.
Financial
Statements and Exhibits
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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REEBONZ
HOLDING LIMITED
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Date:
May 14, 2019
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By:
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/s/
Nupur Sadiwala
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Nupur
Sadiwala
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Chief
Financial Officer
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3
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