Quarterly report pursuant to Section 13 or 15(d)

CFL Transaction

CFL Transaction
9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
CFL Transaction

10. CFL Transaction


On August 12, 2016, the Company entered into a stock purchase agreement (the “Purchase Agreement”), with CFL, a Republic of Seychelles company wholly-owned by a group of Chinese investors. Pursuant to the Purchase Agreement, the Company agreed to issue and sell to CFL, and CFL agreed to purchase a number of shares of the Company’s common stock such that CFL would hold approximately 51% of the outstanding shares of common stock, determined on a fully-diluted basis.


At the closing of the CFL transaction, the Company entered into a Stockholders’ Agreement, dated November 7, 2016 (the “Stockholders’ Agreement”) with CFL and each of its shareholders: Maoji (Michael) Wang, Jingbo Song, Yong Xiong Zheng and Nan Kou (the “CFL Shareholders”). The Stockholders’ Agreement sets forth the agreement of the Company, CFL and the CFL Shareholders relating to board representation rights, transfer restrictions, standstill provisions, voting, registration rights and other matters following the transaction.


As of September 30, 2023, CFL beneficially holds shares of the Company’s outstanding common stock equal to approximately 23.2%. The decrease in CFL’s percentage of the Company’s total outstanding common stock is a result of dilution from other equity offerings.