Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock is trading on the Nasdaq Capital
Market under the symbol “TGL.”
Holders
As
of June 30, 2023, there were 28 stockholders of record of our common stock. Because many of our shares of common stock are held
by brokers and other institutions on behalf of stockholders, this number is not representative of the total number of beneficial owners
of our stock.
Dividends
We have never declared or paid any cash dividend
on our common stock. We intend to retain any future earnings to finance the operation and expansion of our business and fund our share
repurchase program, and we do not expect to pay cash dividends in the foreseeable future.
Securities Authorized
for Issuance under Equity Compensation Plans
We
have not adopted any equity compensation plans as of June 30, 2023. The Board and the Compensation Committee of the Board of Directors
of the Company (the “Compensation Committee”) approved the Treasure Global Inc 2023 Equity Incentive Plan on August 30, 2023
(the “2023 Plan”), and the Company intends to submit the approval of the 2023 Plan to the stockholders of the Company.
Notwithstanding the foregoing, because the Company has limited cash resources at this time, it may issue shares or options to or enter
into obligations that are convertible into shares of common stock with its employees and consultants as payment for services or as discretionary
bonuses.
Recent Sales of Unregistered Securities
During the fiscal year ended June 30, 2023, the
registrant has granted or issued the following securities of the registrant that were not registered under the Securities Act, as amended.
(a) Issuance of Capital Stock .
In March 2023, we issued 285,714 shares of common
stock to Voon Him “Victor” Hoo upon his resignation from Board.
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The issuance of the capital stock listed above
was deemed exempt from registration under Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder in that the issuance
of securities were made to an accredited investor and did not involve a public offering. The recipient of such securities represented
its intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution
thereof.
(b) Warrants .
None.
(c) Option Grants .
None.
(d) Issuance of Notes .
On February 28, 2023, we entered into the Securities
Purchase Agreement with YA II PN, Ltd. (the “Selling Stockholder”), pursuant to which the Selling Stockholder agreed to purchase
the Convertible Debentures, in the aggregate principal amount of up to $5,500,000 in a private placement for a purchase price with respect
to each Convertible Debenture of 92% of the initial principal amount of such Convertible Debenture. The purchase by the Selling Stockholder
of the First Convertible Debenture which has an initial issuance principal amount of $2,000,000 occurred on February 28, 2023 for a purchase
price of $1,840,000 and the closing of the purchase of the Second Convertible Debenture which has an initial issuance a principal amount
of $3,500,000 occurred shortly after the registration statement related to the prospectus for the shares of common stock issuable upon
the conversion of the Convertible Debentures (the “Selling Stockholder Registration Statement”) was declared effective by
the SEC for a purchase price of $3,220,000. The total purchase price paid to us by the Selling Stockholder for the Convertible Debentures
in the Private Placement was $5,060,000.
Each Convertible Debenture accrues or will
accrue interest on its full outstanding principal amount at 4% per annum and has a 12-month term. Assuming no conversions,
prepayments or events of default have been made on or occurred with respect to the First and Second Convertible Debenture, on the
maturity date thereof, interest of $220,000 shall have accrued and be payable on the First and Second Convertible Debenture. Upon
the occurrence and continuance of an Event of Default (as defined below) with respect to any Convertible Debenture, its per annum
interest rate will increase to 15%. As of September 25, 2023, no Event of Default has occurred under the First Convertible
Debenture. Upon the occurrence and continuance of an Event of Default under the Second Convertible Debenture, its per annum interest
rate will increase to 15%.
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“Event of Default” means with respect
to any Convertible Debenture: (i) the Company’s failure to pay to amounts due under such Convertible Debenture; (ii) the
Company or any subsidiaries of the Company is subject to bankruptcy or insolvency proceeding or similar proceeding and such proceedings
remain undismissed for a period of sixty one (61) days; (iii) the Company or any subsidiaries of the Company shall default in any
of its payment obligations under any debenture, mortgage, credit agreement or other facility, indenture agreement, factoring agreement
or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money
or money due under any long term leasing or factoring arrangement of the Company in an amount exceeding $100,000 and such default shall
result in the full amount of such indebtedness becoming or being declared due and payable and such default is not thereafter cured within
five (5) Business Days; (iv) the Company’s common stock shall cease to be quoted or listed for trading, as applicable, on any
national exchange for a period of ten (10) consecutive trading days; (v) the Company shall be a party to certain change of control transactions
(unless in connection with such change of control transaction such Convertible Debenture is retired; (vi) the Company’s (A) failure
to deliver required number of shares of common stock as required under such Convertible Debenture or (B) notice, written or oral, to any
holder of such Convertible Debenture of the Company’s intention not to comply with a request for conversion of such Convertible
Debenture; (vii) the Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined in the Convertible
Debenture) within five (5) Business Days after such payment is due; (viii) the Company’s failure to timely file with the SEC
any of its periodic reports and such default is not thereafter cured within five (5) business days; (ix) any representation or warranty
made or deemed to be made by or on behalf of the Company in or in connection with such Convertible Debenture or any of the other documents
related to the Private Placement, or any waiver hereunder or thereunder, shall prove to have been incorrect in any material respect (or,
in the case of any such representation or warranty already qualified by materiality, such representation or warranty shall prove to have
been incorrect) when made or deemed made; (x) any material provision of any Transaction Document, at any time after its execution
and delivery and for any reason other than as expressly permitted hereunder or thereunder, ceases to be in full force and effect; or the
Company or any other person or entity contests in writing the validity or enforceability of any provision of any Convertible Debenture
or any of the other documents related to the Private Placement; or the Company denies in writing that it has any or further liability
or obligation under any Convertible Debenture or any of the other documents related to the Private Placement, or purports in writing to
revoke, terminate (other than in line with the relevant termination provisions) or rescind any Convertible Debenture or any of the other
documents related to the Private Placement; (xi) the Company uses the proceeds of the issuance of such Convertible Debenture, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of
Regulations T, U and X of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations
thereunder or thereof), or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness
originally incurred for such purpose; or (xii) any Event of Default (as defined in the other Convertible Denture or in any other
documents related to the Private Placement) occurs with respect to any other Convertible Debenture, or any breach of any material term
of any other debenture, note, or instrument held by the holder of such Convertible Debenture in the Company or any agreement between or
among the Company and such holder; or (xiii) the Company shall fail to observe or perform any material covenant, agreement or warranty
contained in, or otherwise commit any material breach or default of any provision of such Convertible Debenture (except as may be covered
by another Event of Default) or any other any other document related to the Private Placement) which is not cured or remedied within the
time prescribed or if no time is prescribed within ten (10) business days of notification thereof.
If any Event of Default occurs under a Convertible
Debenture (other than an event with respect to a bankruptcy or insolvency), at the Selling Stockholder election, all amounts owing in
respect thereof, to the date of acceleration shall become immediately due and payable in cash; provided that, in the case of a bankruptcy
or insolvency of the Company, all amounts owing in respect thereof, to the date of acceleration shall automatically become immediately
due and payable in cash, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived
by the Company. The Selling Stockholder will also have the right to convert such Convertible Debenture at the applicable conversion price.
The Convertible
Debentures provide a conversion right, in which any portion of the principal amount of the Convertible Debentures, together with any accrued
but unpaid interest, may be converted into our common stock at a conversion price equal to the lower of (i) $1.6204 (the “Fixed
Price”) or (ii) 93% of the lowest daily volume weighted average price (the “VWAP”) of the common stock during the ten
(10) trading days immediately preceding the date of conversion (but not lower than a floor price of $0.25).
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If a Trigger Event occurs, then the Company shall
make monthly payments beginning on the 10 th calendar day after the date on which a Trigger Event occurs and then on the same
day of each successive calendar month. Each monthly payment shall be in an amount equal to the sum of (i) the lesser of (x) $1,000,000
and (y) the outstanding principal of the Convertible Debentures (the “Triggered Principal Amount”), plus (ii) a redemption
premium of 7% of such Triggered Principal Amount, plus (iii) accrued and unpaid interest hereunder as of each payment date. The obligation
of the Company to make monthly payments shall cease if any time after the Trigger Date the daily VWAP is greater than the Floor Price
for a period of 5 of 7 consecutive Trading Days in the event of a Floor Price Trigger unless a new Trigger Event occurs.
“Trigger Event” means the daily VWAP
is less than the $0.25 for five Trading Days during a period of any 5 of 7 consecutive trading days.
Under the Convertible Debentures, the Company
has the right, but not the obligation, to redeem (“Optional Redemption”) early a portion or all amounts outstanding under
the Convertible Debentures; provided that (i) the closing price of the Company’s common stock on the date of such Optional
Redemption is less than $1.6204 and (ii) the Company provides the Holder with at least 5 business days’ prior written notice (each,
a “Redemption Notice”) of its desire to exercise an Optional Redemption. The “Redemption Amount” shall be equal
to the outstanding Principal balance being redeemed by the Company, plus a 10% premium on the principal amount being redeemed, plus all
accrued and unpaid interest. If we elect to redeem the full $5,500,0000 principal amount of the Convertible Debentures, such premium payable
will equal to $550,000.
The Selling
Stockholder Registration Statement registers the resale by the Selling Stockholder of up to 22,880,000 shares of common stock that can
be issuable upon the conversion of the Convertible Debentures. The number of shares that were registered was calculated by dividing (x)
the sum of the aggregate principal amount of Convertible Debentures ($5,500,000) plus one year of accrued interest on the Convertible
Debentures ($220,000) by (y) the conversion floor price ($0.25), which is the lowest possible conversion price pursuant to the terms of
the Convertible Debentures.
We sold
an aggregate of $5,500,000 of the Convertible Debentures and received a purchase price of $5,060,000 from the Selling Stockholder.
As of September 25, 2023, a total of $3,835,954
is due under the Convertible Notes, net of unamortized discounts of $114,046.
The notes and loan described above was deemed
exempt from registration in reliance on Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder in that the issuance
of securities were made to an accredited investor and did not involve a public offering. The recipients of such securities represented
its intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution
thereof.
Transfer Agent
The transfer agent for the common stock is Vstock
Transfer, LLC, 18 Lafayette Place, Woodmere, New York, telephone (212) 828-8436.
Item 6.
[Reserved]
Not applicable.
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