SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2021
Commission File Number: 001-39127
1-2/F, QianFang Science Building C
Building No. 27, Zhongguancun Software Park (Phase I)
No. 8 Dongbeiwang West Road
Haidian District, Beijing, 100193
Peoples Republic of China
(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): ☐ Yes ☒ No
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): ☐ Yes ☒ No
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|Date: April 29, 2021||By:|
|Title:||Director of Finance|
Canaan Announces Entry into Agreement for Registered Direct Placement of Approximately US$170.0 Million of its ADSs and Warrants
BEIJING, April 29, 2021 (GLOBE NEWSWIRE) Canaan Inc. (NASDAQ: CAN) (Canaan or the Company), a leading high-performance computing solutions provider, today announced it has entered into a securities purchase agreement with certain institutional investors for a registered direct placement of approximately $170.0 million of its American Depositary Shares (ADS), each ADS representing 15 Class A ordinary shares of the Company, par value US$0.00000005 per share (the Class A Ordinary Shares), or US$12. 60 per ADS. The Company has also agreed to issue to the investors warrants (the Warrants) to purchase up to an aggregate of 4,047,620 ADSs (representing 60,714,300 Class A Ordinary Shares), at an exercise price of $16.38 per ADS, which Warrants will have a term of three years from the date of issuance. The offering is expected to close on or about May 3, 2021, subject to customary closing conditions.
The net proceeds from this offering will be used for research and development and expansion of production scale, and working capital and general corporate purposes as disclosed in the prospectus supplement to be filed in connection with the offering.
FT Global Capital, Inc. acted as the sole bookrunning placement agent and Valuable Capital Limited acted as co-placement agent for the transaction. These securities are being offered through a prospectus supplement pursuant to the Companys effective shelf registration statement and the base prospectus contained therein. A shelf registration statement (SEC Filing No. 333-255470) relating to these securities has been filed with the Securities and Exchange Commission (the SEC) on April 23, 2021 and became effective automatically pursuant to SEC Rule 462(e).
A prospectus supplement related to the offering will be filed with the SEC. This press release does not constitute an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state in which this offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
About Canaan Inc.
Established in 2013, Canaan Inc. provides high-performance computing solutions to efficiently solve complex problems. In 2016, Canaan successfully initiated the production of its first 16nm chip and passed the test to receive Chinas national high-tech enterprise certification. In 2018, Canaan achieved major technological breakthroughs to launch the K210, the worlds first-ever RISC-V-based edge artificial intelligence (AI) chip, which is now widely used for access control in situations such as smart door locks and more. Canaan Inc. is currently focused on the research and development of advanced technology, including such areas as AI chips, AI algorithms, AI architectures, system on a chip (SoC) integration and chip integration. Using the AI chip as its base, Canaan Inc. has established an intellectual value chain. Canaan Inc. also provides a suite of AI service solutions and is able to tailor these solutions to the needs of its partners. For more information, please visit: investor.canaan-creative.com.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the safe harbor provisions of 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 business outlook and quotations from management in this announcement, as well as Canaan Inc.s strategic and operational plans, contain forward-looking statements. Canaan Inc. may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (SEC) on Forms 20-F and 6-K, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Canaan Inc.s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Companys goals and strategies; the Companys future business development, financial condition and results of operations; the expected growth of the Bitcoin industry and the price of Bitcoin; the Companys expectations regarding demand for and market acceptance of its products, especially its Bitcoin mining equipment; the Companys expectations regarding maintaining and strengthening its relationships with production partners and customers; the Companys investment plans and strategies, fluctuations in the Companys quarterly operating results; competition in its industry in China; and relevant government policies and regulations relating to the Company and cryptocurrency. Further information regarding these and other risks is included in the Companys filings with the SEC, including its registration statement on Form F-1, as amended, and its annual reports on Form 20-F. All information provided in this press release and in the attachments is as of the date of this press release, and Canaan Inc. does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
Investor Relations Contact
Mr. Shaoke Li
Tel: +1 (347) 396-3281