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JX Luxventure Limited Announces Closing of $3,900,000 Series D Convertible Preferred Stock

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  • LLL

HAIKOU, China, Nov. 1, 2021 /PRNewswire/ -- JX Luxventure Limited (NASDAQ: LLL) (the "Company"), a company engaged in casual menswear, cross-border merchandise, airfare and tourism business announced today that the Company has closed a private placement offering (the "Offering") of its newly-designated Series D Convertible Preferred Stock, par value $0.0001 per share ("Series D Convertible Preferred Stock"), in which the Company issued 100,000 shares of Series D Convertible Preferred Stock (the "Shares") for the total gross proceeds of $3,900,000. The Shares were issued to an accredited investor not affiliated with the Company, in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder, pursuant to the terms of the Certificate of Designation, Preferences and Rights of Series D Convertible Preferred Stock (the "Certificate of Designation") and the subscription agreement between the investor and the Company, dated as of November 1, 2021. As stated in the Certificate of Designation, shares of Series D Convertible Preferred Stock vote together with holders of shares of common stock, par value $0.0001 per share (the "Common Stock") of the Company on an as-if-converted basis; have no special dividend right, ranks equal to the Common Stock with respect to rights upon liquidation and are convertible into shares of Common Stock on a 1 do 13 basis at any time following the issuance. However, the conversion is limited to the extent that no conversion may occur if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by the holder of such shares at such time, would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock.

The Offering and the issuance of the Shares were approved by the unanimous board consent of the Company and the affirmative vote of the holders of approximately 60.4% of the total issued and outstanding capital stock of the Company, in accordance with the applicable provisions of the Business Corporations Act of the Marshall Islands and the listing rules of the Nasdaq Capital Market.

Ms. Sun Lei, Chief Executive Officer of the Company commented: "For the first 6 months of 2021, our Company's revenue exceeded the entire full year revenue of 2020 by 20%. The proceeds from this financing transaction will be used toward further expanding our operations. I appreciate the confidence of our investors and look forward to building on the momentum and have a strong finish for 2021 for JX Luxventure Limited.

About JX Luxventure Limited

Headquartered in Haikou, China, JX Luxventure Limited, through its subsidiaries, is engaged in the business of menswear, cross-border merchandise, airfare and tourism. To learn more about the Company, please visit its corporate website at en.jxluxventure.com.

Safe Harbor Statement

This press release may contain certain "forward-looking statements" relating to the business of KBS Fashion Group Limited, and its subsidiary companies. All statements, other than statements of historical fact included herein, are "forward-looking statements" in nature within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

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SOURCE JX Luxventure Limited