Lianluo Smart Limited’s Merger with Newegg

Conyers provided British Virgin Islands legal advice to Lianluo Smart Limited, now re-named as Newegg Commerce, Inc. n connection with the merger with privately-held Newegg and disposition of all of the legacy business of the Company.

Newegg Commerce, Inc., formerly Lianluo Smart Limited (NASDAQ: NEGG),  a leading e-commerce company in North America, announced the closing of the merger with privately-held Newegg Inc.  pursuant to the terms of that certain Agreement and Plan of Merger dated October 23, 2020. 

With the closing, the Company has been renamed Newegg Commerce, Inc. and the Company’s common shares are expected to begin trading under the Company’s new symbol “NEGG” on or about May 20, 2021.

The merger and disposition was approved by the Company’s shareholders on May 12, 2021. As a result of the closing of the Restructure, the stockholders of Newegg became the Company’s majority owners, Newegg became the Company’s wholly owned subsidiary and the Company exited the legacy medical device business previously conducted by its subsidiaries. Immediately upon completion of the Restructure, Newegg’s stockholders have an ownership interest of approximately 98.68%, and the Company’s existing shareholders own approximately 1.32% of the Company. The Company eliminated its dual class structure and all Class A and Class B shares have been exchanged to common shares on a one-for-one basis. The directors and officers appointed by Newegg became the directors and officers of the Company.

The Company decided not to proceed with the $30 million offering that was previously contemplated for completion concurrently with the Restructure. The offering was no longer necessary for the Company to meet NASDAQ initial listing requirements. In addition, recent volatility in the Company’s public share price and the Company’s cash position were other factors considered by the Company before deciding to forgo the offering. The Company may reassess this decision in the future.

Newegg Commerce, Inc., headquartered in the City of Industry, California, is a leading e-commerce company offering direct sales and an online marketplace platform for IT computer components, consumer electronics, entertainment, smart home and gaming products and provides certain third-party logistics services globally.

The Conyers’ team was led by Partner Richard Hall (Picture). 

Involved fees earner: Richard Hall – Conyers Dill & Pearman;

Law Firms: Conyers Dill & Pearman;

Clients: Lianluo Smart Limited;

Author: Sonia Carcano