This Amendment No. 1 (this Amendment) amends and supplements the Schedule 13D filed
on April 29, 2022 with respect to the Issuer by the Reporting Persons (the Original Filing). Information reported in the Original Filing remains in effect except to the extent that it is amended, restated or superseded by
information contained in this Amendment.
This Amendment is being filed to reflect the drawdown of the third tranche (Third Tranche) of
the Loan in the amount of US$3,000,000 by the Issuer and payment of the Third Tranche by Bifinity UAB to the Issuer on May 16, 2022.
Capitalized
terms used but not defined in this Amendment have the respective meanings as set forth in the Original Filing.
Item 3 |
Source and Amount of Funds or Other Consideration |
Item 3 is hereby supplemented by inserting the following at the end of the fourth paragraph:
On May 11, 2022, the Board appointed Daniel Ling as chief financial officer of the Issuer.
Item 3 is hereby supplemented by inserting the following at the end of the fifth paragraph:
The third tranche of the Loan, in the amount of US$3,000,000, was drawn down by the Issuer and paid by Bifinity UAB to the Issuer on May 16, 2022.
Item 3 is hereby amended by replacing the sixth and seventh paragraphs with the following:
Bifinity UAB may in its sole and absolute discretion, at any time while any part of the Loan remains outstanding, convert all (or a portion) of a tranche of
the Loan (and all accrued but unpaid interest in connection with all (or a portion) of the relevant tranche being converted) into Ordinary Shares at a conversion price of US$1.89 per share (being the 50-day
moving average of the Issuers public share price quoted on the Nasdaq Stock Market, calculated on the business day prior to the date of the Convertible Loan Agreement). However, Bifinity UAB may not exercise its conversion right to the extent
that to do so would cause any breach by the Issuer of any law or regulation applicable to it or, unless a requisite waiver from the provisions of theSingapore Code on Take-overs and Mergers has been obtained, cause Bifinity UAB to hold more than
29.9% of the entire issued share capital of the Issuer. If and when issued, such Ordinary Shares will rank pari passu in all respects with the then existing Ordinary Shares of the Issuer.
No portion of the Loan has been converted into Ordinary Shares as of the date of the filing of this Amendment. If the entire Loan is drawn down and the entire
principal amount is converted into Ordinary Shares at the conversion price of US$1.89 per share (but without taking into account any Ordinary Shares issuable upon conversion of accrued but unpaid interest) and assuming that 46,442,058 Ordinary
Shares are issued and outstanding immediately prior to such conversion (being the total number of Ordinary Shares issued and outstanding as of the date of the filing of this Amendment as provided by the Issuer), the Reporting Persons would own
approximately 29.1% of the Issuers share capital after giving effect to such conversion.