Code Chain New Continent Limited Announces Pricing of $25 Million Registered Direct Offering

NEW YORK, Feb. 18, 2021 /PRNewswire/ -- Code Chain New Continent Limited (the "Company" or "Code Chain") (NASDAQ: CCNC), a leading eco-technology company, today announced that it has entered into a securities purchase agreement with certain institutional investors to purchase (i) an aggregate of 4,166,666 shares of the Company's common stock (the "Shares") and warrants to purchase up to an aggregate of 1,639,362 shares of common stock (the "Registered Warrants") in a registered direct offering and (ii) warrants to purchase up to an aggregate of 2,527,304 shares of common stock (the "Unregistered Warrants") in a concurrent private placement. The combined per share purchase price will be $6.00 per Share.

Under the terms of the securities purchase agreement, the Registered Warrants will be immediately exercisable, will expire 5 years after the date of issuance and will have an exercise price of $6.72 per share, subject to certain adjustments as provided in the Registered Warrants. The Unregistered Warrants will be first exercisable on the earlier of (i) six months from the issuance date or (ii) the date that the Company obtains stockholder approval for the sale of all of the securities in the registered direct offering and concurrent private placement, if such approval is obtained. The Unregistered Warrants will expire 5.5 years after the date of issuance and will have an exercise price of $6.72 per share, subject to certain adjustments as provided in the Unregistered Warrants.

The gross proceeds of the offering are expected to be approximately $25 million, before deducting placement agent fees and other estimated offering expenses. The Company plans to use the net proceeds from the offering for working capital and general business purposes. The closing of the offering is expected to take place on or about February 22, 2021, subject to the satisfaction of customary closing conditions.

Univest Securities, LLC is acting as the exclusive placement agent for this offering. Ortoli Rosenstadt LLP serves as counsel to the Company, and Sullivan & Worcester LLP serves as counsel to Univest Securities, LLC in connection with the Offering.

The offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-232316) previously filed and declared effective by the U.S. Securities and Exchange Commission (SEC) on July 8^th, 2019. The offering of the Shares and the Registered Warrants will be made only by means of a prospectus supplement describing the terms of the proposed offering, will be filed with the SEC and can be obtained on the SEC's website at http://www.sec.gov when available. Electronic copies of the prospectus supplement may be obtained, when available, from Univest Securities, LLC, by email at [email protected] or standard mail to Univest Securities, LLC, Attn: 375 Park Avenue, 15th Floor, New York, NY 10152.

Before investing in this offering, interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying base prospectus, which provide more information about the Company and such offering. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Code Chain New Continent Limited

Founded in 2009, Code Chain New Continent Limited engages in the research, development, and sale of solid waste recycling systems for the mining and industrial sectors, the wholesale and sale of fuel materials, harbor cargo handling services and production and sales of coating materials in the PRC. It provides end-users in these markets with a clean alternative to traditional waste disposal by significantly reducing solid waste discharge into the environment and enabling such users to extract value from valuable metals and other industrial waste materials. Upon completion of Sichuan Wuge Network Games Co., Ltd. ("Wuge"), the Company has also diversified its business. Wuge was established in 2019 and is still in this early developing stage. Wuge produced electronic tokens that combine the five-W elements (when, where, who, why, what), geographic location via the Beidou satellite system and identity information using Code Chain technology. The electronic tokens are unique, tradable, and inheritable digital assets and cannot be tampered. The electronic tokens are based on and stored in the Code Chain system and can be used to monitor and document all kinds of consumer behaviors that involve code-scanning.

Safe Harbor Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including certain plans, expectations, goals, and projections, which are subject to numerous assumptions, risks, and uncertainties. These forward-looking statements may include, but are not limited to, statements containing words such as "may," "could," "would," "plan," "anticipate," "believe," "estimate," "predict," "potential," "expects," "intends", "future" and "guidance" or similar expressions. These forward-looking statements speak only as of the date of this press release and are subject to change at any time. These forward-looking statements are based upon management's current expectations and are subject to a number of risks, uncertainties and contingencies, many of which are beyond the Company's control that may cause actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The Company's actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including those described under the heading "Risk Factors" in the Company's public filings with the Securities and Exchange Commission, including the Company's annual report on 10-K. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable law.

SOURCE Code Chain New Continent Limited