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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company
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Item 1.01 Entry into a Material Definitive Agreement.
On June 13, 2024, Asset Entities Inc., a Nevada corporation (the “Company”), entered into an amendment (the “Purchase Agreement Amendment”) to the securities purchase agreement, dated as of May 24, 2024, between the Company and the investor (the “Investor”) listed on the schedule of buyers attached thereto (the “Purchase Agreement”). Pursuant to the Purchase Agreement Amendment, the Company and the Investor agreed to amend the Purchase Agreement to provide that, while any of the shares of the Company’s Series A Convertible Preferred Stock, $0.0001 par value per share (the “Series A Preferred Stock”), are outstanding, if the closing price of the Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock”), is equal to or less than $0.0855 per share for a period of ten consecutive trading days, then the Company will promptly take all corporate action necessary to authorize a reverse stock split of the Class B Common Stock by a ratio equal to or greater than 300% of the quotient obtained by dividing $0.0855 by the lowest closing price of the Class B Common Stock during such ten-trading day period, including calling a special meeting of stockholders to authorize such reverse stock split or obtaining written consent for such reverse stock split, and voting the management shares of the Company in favor of such reverse stock split.
Item 3.03 Material Modification to Rights of Security Holders.
On June 14, 2024, the Company filed an amendment (the “Amended Designation”) to the Certificate of Designation of Series A Convertible Preferred Stock of the Company with the Secretary of State of the State of Nevada on May 24, 2024 (as amended, the “Certificate of Designation”), which amended the original Certificate of Designation to provide that the Conversion Price (as defined in the Certificate of Designation) will not be less than $0.0855 (the “Floor Price”) at any time, rather than only until the Ex-Exchange Limitation Date (as defined in the Certificate of Designation), and to delete a requirement that the Company file a definitive information statement on Schedule 14C (the “Definitive Information Statement”) disclosing that the stockholders have approved by written consent the non-application of the Floor Price for issuances that would otherwise exceed the Exchange Limitation (as defined in the Certificate of Designation) and which action with respect to the Floor Price shall take effect 20 days following the date that such Definitive Information Statement is sent or given.
The foregoing summary of the Amended Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Designation filed as Exhibit 3.1 to this report, which is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 13, 2024, the holder of all of the outstanding shares of the Series A Preferred Stock approved the Amended Designation by written consent.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Designation of Series A Convertible Preferred Stock of Asset Entities Inc. filed with the Secretary of State of the State of Nevada on June 14, 2024 | |
| 10.1 | Form of First Amendment to Securities Purchase Agreement, dated as of June 13, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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.
| Date: June 20, 2024 | ASSET ENTITIES INC. |
| /s/ Arshia Sarkhani | |
| Name: Arshia Sarkhani | |
| Title: Chief Executive Officer and President |
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