UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of November 2024
Commission
File Number: 001-41834
GLOBAL
MOFY AI LIMITED
No.
102, 1st Floor, No. A12, Xidian Memory Cultural and Creative Town
Gaobeidian
Township, Chaoyang District, Beijing
People’s
Republic of China, 100000
+86-10-64376636
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
As
previously disclosed in a Report on Form 6-K filed by GLOBAL MOFY AI LIMITED (the “Company”), on October 13, 2024, the Company
entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with several investors (the “Purchasers”)
for a private placement (“PIPE Offering”) of (i) 5,000,000 Class A ordinary shares (the “Shares”), par value
$0.000002 per share and (ii) 10,000,000 warrants to purchase an aggregate of 10,000,000 Class A ordinary shares at an initial exercise
price of $3.00 per Class A ordinary share, subject to adjustment (the “Warrants”).
Pursuant
to the Securities Purchase Agreement, as amended pursuant to the Amendment Agreement dated October 31, 2024, by and among the Company
and the Purchasers (the “Amendment Agreement”), on the fourteenth (14th) calendar days after the closing of the
PIPE Offering, the exercise price of the Warrants shall be reset to 20% of Nasdaq Minimum Price of the Company’s Class A ordinary
share determined on the date of the Securities Purchase Agreement. In addition, upon such reset of the exercise price, the number of
Class A ordinary shares underlying the Warrants (the “Warrant Shares”) issuable immediately prior to such reset shall be
adjusted to the number of Class A ordinary shares determined by multiplying the initial exercise price by the number of Warrant Shares
acquirable upon exercise of the Warrants immediately prior to such reset and dividing the product thereof by the exercise price resulting
from such reset.
The
Warrants are exercisable upon issuance and will expire five years from their initial date of exercise. The Warrants are exercisable for
cash; provided, however that they may be exercised on a cashless exercise if, at the time of exercise, there is no effective registration
statement registering, or no current prospectus available for the resale of the Warrant Shares. In addition, if at any time after the
three months’ anniversary of the date of issuance, the holder of the Warrant may alternatively exchange all, or any part, of the
Warrants into such aggregate number of Class A ordinary shares equal to the product of (x) 0.8 and (y) such aggregate number of Class
A ordinary shares underlying such portion of the Warrants to be exercised.
The
exercise price of the Warrants is subject to further adjustment including share dividends, share splits, share combination, subsequent
rights offering, pro rata distributions, and certain fundamental transaction. If at any time on or after the issuance of the Warrants,
there occurs any share split, reverse share split, share dividend, share combination recapitalization or other similar transaction involving
the Class A ordinary shares (each, a “Share Combination Event”, and such date on which the Share Combination Event is effected,
the “Share Combination Event Date”) and the lowest weighted average price of the Class A ordinary shares during the
period commencing on the trading day immediately following the applicable Share Combination Event Date and ending on the fifth (5th)
trading day immediately following the applicable Share Combination Event Date (such period the “Share Combination Adjustment Period”
and such price the “Event Market Price”), is less than the exercise price then in effect (after giving effect to the adjustment
of the share splits share combination by multiplying a fraction of which the numerator shall be the number of Class A ordinary shares
outstanding immediately before such event and of which the denominator shall be the number of Class A ordinary shares outstanding immediately
after such event), then, at the close of trading on the last day of the Share Combination Adjustment Period, the exercise price then
in effect on such 5th trading day shall be reduced (but in no event increased) to the Event Market Price and the number of Warrant Shares
issuable upon exercise of the Warrants shall be increased such that the aggregate exercise price payable, after taking into account the
decrease in the exercise price, shall be equal to the aggregate exercise price for the Warrant Shares prior to such adjustment.
The
Company issued the Shares and Warrants and the PIPE Offering closed on October 31, 2024. The Shares and Warrants were issued in reliance
on Regulation S promulgated under the Securities Act of 1933, as amended, and the Purchasers represented that they were
not residents of the United States or “U.S. persons” as defined in Rule 902(k) of Regulation S and were not
acquiring the Shares or Warrants for the account or benefit of any U.S. person.
The
foregoing description of the Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Amendment Agreement, a form of which attached hereto as Exhibits 10.1 and is incorporated herein by reference.
The
Company issued a press release filed herewith on November 6, 2024. The materials attached as Exhibits 99.1 are incorporated by reference
herein.
EXHIBIT
INDEX
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, thereunto duly authorized.
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GLOBAL MOFY AI LIMITED |
|
|
|
Date: November 6, 2024 |
By: |
/s/ Haogang Yang |
|
Name: |
Haogang Yang |
|
Title: |
Chief Executive Officer, and a director |
2
Exhibit 10.1
AMENDMENT AGREEMENT
This Amendment Agreement (the
“Amendment Agreement”), dated as of October 31, 2024, is entered into by and between Global Mofy AI Limited, a Cayman
Islands company (“Company”), and each purchaser identified on the signature pages hereto (each, including its successors and
assigns, a “Purchaser” and collectively, the “Purchasers”) to amend a certain securities purchase
agreement by and among the Company and the Purchasers dated October 13, 2024 (the (the “Securities Purchase Agreement”).
BACKGROUND
| (A) | Section 5.5 of the Securities Purchase Agreement requires any amendments to the Securities Purchase Agreement
to be in a written instrument signed by the Company and Purchasers which purchased at least 50.1% in interest of the Shares and Pre-Funded
Warrants based on the initial Subscription Amounts thereunder . |
| (B) | The parties desire to enter into this Amendment Agreement, pursuant to the terms and conditions set forth
herein, to amend the definition of the Reset Date. |
AGREED TERMS
1. | Definitions and interpretation |
Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Securities Purchase Agreement.
2. | Amendment to the Convertible Note |
The definition of the Reset
Date as set forth the Securities Purchase Agreement shall be amended to mean “the date that is fourteenth (14th) calendar
days after the Closing Date”.
3. | Representations and warranties |
Each party to this Amendment
Agreement represents and warrants to the other as of the date of this Amendment Agreement that:
(a) it
has the requisite corporate power and authority to enter into this Amendment Agreement and to consummate the transactions contemplated
by this Amendment Agreement;
(b) it
has taken all necessary corporate actions to authorize the execution, delivery and performance of this Amendment Agreement and no further
action is required by it, its Board of Directors or managers or its stockholders or members in connection therewith; and
(c) the
obligations assumed by it in this Amendment Agreement are legal, valid, and enforceable obligations binding on it in accordance with its
terms.
4. | Counterparts and delivery |
This Amendment Agreement may
be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need
not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf”
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
This Amendment Agreement shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles
of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Amendment Agreement (whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting
in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in
the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is
an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under the Securities Purchase Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any other manner permitted by law.
[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]
IN WITNESS WHEREOF,
the Company and the Purchasers have caused this Amendment Agreement to be signed by their duly authorized officers.
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GLOBAL MOFY AI LIMITED |
|
|
|
By: |
|
|
|
Name: |
Haogang Yang |
|
|
Title: |
Chief Executive Officer |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]
[PURCHASER SIGNATURE PAGES TO AMENDMENT AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Amendment Agreement
to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: ________________________________________________________
Signature of Authorized Signatory of Purchaser: __________________________________
Name of Authorized Signatory: ____________________________________________________
Title of Authorized Signatory: _____________________________________________________
Number of Shares purchased pursuant to the Securities Purchase Agreement:
_______________
Number of Pre-Funded Warrant Shares purchased pursuant to the Securities
Purchase Agreement: _______________
[SIGNATURE PAGES CONTINUE]
4
Exhibit 99.1
GLOBAL MOFY AI LIMITED Announces Closing of
$2.5 Million Private Placement Financing
BEIJING, Nov. 6, 2024 (GLOBE NEWSWIRE) —
Global Mofy AI Limited (the “Company” or “Global Mofy”) (Nasdaq: GMM), a generative AI-driven technology solutions
provider engaged in virtual content production and the development of 3D digital assets for use in the broader digital content industry,
today announced the successful closing of its previously announced private placement financing (the “Offering”) on October
31, 2024. In connection with the closing of the Offering, the Company issued an aggregate of 5,000,000 Class A ordinary shares, par value
$0.000002 per share (each an “Class A Ordinary Share”), and 10,000,000 warrants (each a “Warrant”), each to purchase
one Class A Ordinary Share at an exercise price of $3.00 per share, subject to adjustment, pursuant to the securities purchase agreement
dated October 13, 2024, as amended on October 31, 2024, by and between the Company and each investor. The Warrants are exercisable upon
issuance and will have a term of 5 years from the issuance date.
The Company received gross proceeds of approximately
$2.5 million from the Offering, before deducting customary transaction costs and expenses. These funds will be strategically utilized
to support the development of the Company’s generative AI platform, drive research and development initiatives, bolster administrative
operations, facilitate talent acquisition, and satisfy working capital needs.
“We are excited to complete this financing
round, which marks an important step in our mission to lead the generative AI-driven transformation in the digital content sector,”
said Haogang Yang, CEO of Global Mofy. “This funding enables us to further strengthen our AI capabilities, expand our 3D digital
asset offerings, and explore new frontiers for AI applications in the virtual content industry. Our focus remains on advancing the capabilities
of our platform to meet the ever-evolving needs of the digital economy.”
The securities described above have not been registered
under the Securities Act of 1933, as amended. Accordingly, these securities may not be offered or sold in the United States, except pursuant
to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. Global Mofy
has agreed to file a registration statement with the Securities and Exchange Commission (SEC) registering the resale of the Class A Ordinary
Shares and Class A Ordinary Shares issuable upon the exercise of the Warrants issued in this Offering.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such jurisdiction.
About Global Mofy AI Limited
Global Mofy AI Limited (Nasdaq: GMM) is a generative
AI-driven technology solutions provider engaged in virtual content production, and the development of digital assets for the digital content
industry. Utilizing its proprietary “Mofy Lab” technology platform, which consists of interactive 3D and artificial intelligence
(“AI”) technology, the Company creates high-definition virtual versions of a wide range of physical world objects in 3D ranging
from characters, objects to scenes and more. The digital assets can be used in different applications, including movies, TV series, AR/VR,
animation, advertising, gaming, and more. Global Mofy Metaverse is one of the leading digital asset banks in China, which consists of
more than 100,000 high-precision 3D digital assets. For more information, please visit www.globalmofy.cn/ or ir.globalmofy.cn.
Forward-Looking Statement
This press release contains forward-looking statements.
Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying
assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,”
“will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,”
“estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements.
These forward-looking statements include, without limitation, the Company’s statements regarding the expected trading of its Ordinary
Shares on the Nasdaq Capital Market and the closing of the Offering. Forward-looking statements are not guarantees of future performance
and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in
the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties
related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed
in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are
cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the
Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise
these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
Global Mofy AI Ltd.
Investor Relations Department
ir@mof-vfx.com
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