Graphex Group Limited (“Graphex”) (OTCQX: GRFXY | HKSE: 6128), has publicly filed a registration statement on Form F-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) relating to its proposed public offering (“Offering”) of American Depositary Shares (“ADS”). The Offering will raise additional capital to Graphex which will be used, primarily, to expand its graphene business to support global demand. The number of ADS to be offered and the price range for the proposed offering have not yet been determined. Graphex will apply to list the receipts representing the ADS on the NYSE American stock exchange market under the symbol “GRFX” and expects to have the listing complete concurrent with the closing of the Offering. The Offering is subject to the receipt of regulatory, stock exchange, and other approvals, including that the registration statement is effective under the Securities Act.
EF Hutton, a division of Benchmark Investments, LLC is acting as representative of underwriters of the Offering.
The proposed offering will be made only by means of a prospectus, which forms a part of the Registration Statement. Copies of the Registration Statement and the preliminary prospectus included therein relating to the proposed offering, when available, may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus, when available, may be obtained from:
A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.
Graphex is focused on the development of technologies and products for the enhancement of renewable energy, particularly the enrichment of spherical graphite and graphene, key components for Electric Vehicle (EV) batteries, lithium-ion batteries, and other use cases. With a strategy to expand its global operations to support energy transition and electrification efforts worldwide, Graphex Group is currently among the top suppliers of specialized spherical graphite to the EV and renewable energy industries and holds patents in areas including products, production methods, machinery design, and environmental protection.
This news release does 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 jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. These securities are not being offered to the public in any Canadian jurisdiction and any sales into Canada, if any, will be made in compliance with available exemptions from the Canadian prospectus requirements and only through securities dealers appropriately registered in the jurisdictions of Canada in which sales would be made.
No offer to buy the securities can be accepted and no part of the purchase price can be received until the registration statement has become effective, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to notice of its acceptance given after the effective date.
About Graphex Group
Graphex Group Limited is a Cayman Island company with principal and administrative offices in Hong Kong and subsidiary office in Royal Oak, MI. Graphex is a global leader in the industry, proficient in commercial deep processing of graphite, and is currently producing over 10,000 metric tons of spherical graphite annually. Graphex possesses patents and utility models covering various technological, design, and processing applications in addition to trade secrets and technological expertise.
Safe Harbor Statement
This press release is being made pursuant to, and in accordance with, Rule 135 under the Securities Act of 1933, as amended (the ‘Securities Act’), and shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.
Statements about the Company’s future expectations and all other statements in this press release other than historical facts, are ‘forward-looking statements’ within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created thereby.
The above information contains information relating to the Company that is based on the beliefs of the Company and/or its management, as well as assumptions made by any information currently available to the Company or its management. When used in this document, the words ‘anticipate,’ ‘estimate,’ ‘expect,’ ‘intend,’ ‘plans,’ ‘projects,’ and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current view of the Company regarding future events and are subject to certain risks, uncertainties and assumptions, including the risks and uncertainties noted. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, intended or projected. In each instance, forward-looking information should be considered in light of the accompanying meaningful cautionary statements herein. Factors that could cause results to differ include, but are not limited to, successful performance of internal plans, the impact of competitive services and pricing and general economic risks and uncertainties.
Information from third sources identified in this release are based on published reports for such information and we have assumed the accuracy of such reports without independent investigation or inquiry.
This communication is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to purchase any securities of the Company, including but not limited to its American Depositary Shares.
Information made available on the Company’s website is not a part of any disclosure made or to be made by the Company with respect to any offer to sell or solicitation of an offer to purchase any securities of the Company and are not part of any filings by the Company with the U.S. Securities and Exchange Commission.