UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, Fresh2 Group Limited (the “Company”) issued $400,000 of convertible notes and $500,000 of convertible notes to an institutional investor (the “Investor”) on September 25, 2023 and December 6, 2023, respectively.
On February 15, 2024, the Company entered into an amendment to the convertible notes issued on September 25, 2023 (the “Amendment to the September 25, 2023 Convertible Notes”) with the Investor, under which the parties added a floor price of $0.38 to the notes, which is 20% of the closing price of the day before the closing date. Additionally, the “Maturity Date” was adjusted from 18 months after the issuance date to 12 months after the issuance date.
On the same date, the Company entered into an amendment to the convertible notes issued on December 6, 2023 (the “Amendment to the December 6, 2023 Convertible Note”) with the Investor, under which the parties added a floor price of $0.21 to the notes, which is 20% of the closing price of the day before the closing date. Additionally, the “Maturity Date” was adjusted from 18 months after the issuance date to 12 months after the issuance date.
The foregoing description of the Amendment to the September 25, 2023 Convertible Note and the Amendment to the December 6, 2023 Convertible Note does not purport to be complete and is qualified in its entirety by reference to the agreements, the forms of which are filed as Exhibit 4.1 and Exhibit 4.2 hereto and are incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
| Exhibit No | Document | |
| 4.1 | Amendment to the September 25, 2023 Convertible Notes, dated February 15, 2024 | |
| 4.2 | Amendment to the December 6, 2023 Convertible Notes, dated February 15, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 16, 2024 | Fresh2 Group Limited | |
| By: | /s/ Haohan Xu | |
| Name: | Haohan Xu | |
| Title: | Chief Executive Officer | |
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