Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2024

Fresh2 Group Limited

(Exact name of registrant as specified in its charter)

British Virgin Islands		001-39137		Not Applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

650 5TH AVE STE 2416

NEW YORK,

United States

NY 10019-6108

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 917-397-6890

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American depositary shares (each representing 20 Class A ordinary shares, par value US$0.01 per share)	FRES	Nasdaq Capital Market
Class A ordinary share, par value US$0.01 per share

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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)

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

Exhibit 4.1

Fresh2 Group Limited

650 5TH AVE, STE 2416

NEW YORK, NY 10019-6108, United States

February 15, 2024

JAK Opportunities V LLC

17 State Street, 2100

New York, New York 10004

Re:

Note

Dear Sirs and Madams:

Reference is made to that certain convertible promissory note dated September 25, 2023 issued by Fresh2 Group Limited, a company organized under the laws of the British Virgin Islands, (the “Company”) to JAK OPPORTUNITIES V LLC (the “Buyer”). Each of the parties named above may be referred to herein as a “Party” and collectively as the “Parties.”

Upon execution of this letter agreement:

1. Section 3(b)(ii) of the Note shall be amended and restated as follows:

“(ii) “(ii) “Conversion Price” means, as of any Conversion Date or other date of determination, the lower of (i) $1.86 or (ii) the lowest daily VWAP for the 10 Trading Days immediately prior to the applicable Conversion Date, provided that if such lowest daily VWAP is lower than $0.38 (“Conversion Floor Price”), the Conversion Price shall be Conversion Floor Price, (which shall be proportionately decreased upon a stock split or share subdivision of Ordinary Shares and shall be proportionately increased in the case of a reverse stock split or share combination of Ordinary Shares). The Company agrees that while this Note remains outstanding, it shall not issue Ordinary Shares or Convertible Securities at a price per share or with a conversion or exercise price per share, as applicable, that is below the Conversion Floor Price without the prior written consent of the Holder.”

2. Section 3(b)(ii) of the Note shall be amended and restated as follows:

“(gg) “Maturity Date” shall mean twelve (12) months after the Issuance Date; provided, however, the Maturity Date may be extended at the option of the Holder (i) in the event that, and for so long as, an Event of Default shall have occurred and be continuing or any event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an Event of Default or (ii) through the date that is twenty (20) Business Days after the consummation of a Fundamental Transaction in the event that a Fundamental Transaction is publicly announced or a Change of Control Notice is delivered prior to the Maturity Date, provided further that if a Holder elects to convert some or all of this Note pursuant to Section 3 hereof, and the Conversion Amount would be limited pursuant to Section 3(d) hereunder, the Maturity Date shall automatically be extended until such time as such provision shall not limit the conversion of this Note.”

The Note and this letter agreement shall be read together and shall have the same effect as if the Note and this letter agreement were contained in one document. Except as expressly modified by this letter agreement, the terms and obligations of the Note and the Transaction Documents remain unchanged and the Note and Transaction Documents shall continue in full force and effect.

This letter agreement shall be governed by, construed, and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof.

If you are in agreement with the foregoing, please have this letter agreement executed by your authorized representative and return a copy to the undersigned.

	Very Truly Yours,

	Fresh2 Group Limited

	By:	/s/ Haohan Xu
	Name:	Haohan Xu
	Title:	CEO

Confirmed and Agreed to:

JAK Opportunities V LLC

By:	/s/ Antonio Ruiz-Gimenez
Name:	Antonio Ruiz-Gimenez
Title:	Managing Member

Exhibit 4.2

Fresh2 Group Limited

650 5TH AVE, STE 2416

NEW YORK, NY 10019-6108, United States

February 15, 2024

JAK Opportunities V LLC

17 State Street, 2100

New York, New York 10004

Re:

Note

Dear Sirs and Madams:

Reference is made to that certain convertible promissory note dated December 6, 2023 issued by Fresh2 Group Limited, a company organized under the laws of the British Virgin Islands, (the “Company”) to JAK OPPORTUNITIES V LLC (the “Buyer”). Each of the parties named above may be referred to herein as a “Party” and collectively as the “Parties.”

Upon execution of this letter agreement:

1. Section 3(b)(ii) of the Note shall be amended and restated as follows:

“(ii) “Conversion Price” means, as of any Conversion Date or other date of determination, the lower of (i) $1.86 or (ii) the lowest daily VWAP for the 10 Trading Days immediately prior to the applicable Conversion Date, provided that if such lowest daily VWAP is lower than $0.21 (“Conversion Floor Price”), the Conversion Price shall be Conversion Floor Price, (which shall be proportionately decreased upon a stock split or share subdivision of Ordinary Shares and shall be proportionately increased in the case of a reverse stock split or share combination of Ordinary Shares). The Company agrees that while this Note remains outstanding, it shall not issue Ordinary Shares or Convertible Securities at a price per share or with a conversion or exercise price per share, as applicable, that is below the Conversion Floor Price without the prior written consent of the Holder.”

2. Section 3(b)(ii) of the Note shall be amended and restated as follows:

This letter agreement shall be governed by, construed, and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof.

If you are in agreement with the foregoing, please have this letter agreement executed by your authorized representative and return a copy to the undersigned.

	Very Truly Yours,

	Fresh2 Group Limited

	By:	/s/ Haohan Xu
	Name:	Haohan Xu
	Title:	CEO

Confirmed and Agreed to:

JAK Opportunities V LLC

By:	/s/ Antonio Ruiz-Gimenez
Name:	Antonio Ruiz-Gimenez
Title:	Managing Member

Cover	Feb. 15, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 15, 2024
Entity File Number	001-39137
Entity Registrant Name	Fresh2 Group Limited
Entity Central Index Key	0001786511
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	D8
Entity Address, Address Line One	650 5TH AVE STE 2416
Entity Address, City or Town	NEW YORK
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019-6108
City Area Code	917
Local Phone Number	397-6890
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
American depositary shares (each representing 20 Class A ordinary shares, par value US$0.01 per share)
Title of 12(b) Security	American depositary shares (each representing 20 Class A ordinary shares, par value US$0.01 per share)
Trading Symbol	FRES
Security Exchange Name	NASDAQ
Class A ordinary share, par value US$0.01 per share
Title of 12(b) Security	Class A ordinary share, par value US$0.01 per share