U Power Limited (UCAR) Prices 1.04M Share Offering at $4.80/sh

U Power Limited (Nasdaq: UCAR) today announced that it has entered into a securities purchase agreement with certain institutional investors to sell 1,041,668 Class A ordinary shares (or pre-funded warrants in lieu thereof) of the Company in a registered direct offering. In a concurrent private placement, the Company also agreed to issue and sell to the investors warrants to purchase up to 1,562,502 Class A ordinary shares. The combined effective offering price for each Class A ordinary share and accompanying warrant is $4.80. The warrants are immediately exercisable, expire five years from issuance, and have an initial exercise price of $4.80 per share, which exercise price is subject to standard adjustments for dividends, splits and similar events and is also subject to adjustment for certain dilutive issuances (as defined in the form of warrant).

The gross proceeds to the Company from the registered direct offering and concurrent private placement are estimated to be approximately $5.0 million before deducting the placement agent's fees and other estimated offering expenses payable by the Company.

The offering is expected to close on or about January 27, 2025, subject to the satisfaction of customary closing conditions.

U Power has also agreed that certain existing Series A warrants to purchase up to an aggregate of approximately 100,000 Class A ordinary shares of the Company that were issued to such institutional investors on or around December 2023, at an exercise price of $120.00 per share, will be amended effective upon the closing of the offering so that the amended warrants will have an exercise price of $4.80 per share.

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

The Class A ordinary shares are being offered pursuant to a shelf registration statement on Form F-3 (File No. 333-282901), which was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on November 8, 2024. The offering of Class A ordinary shares will be made only by means of a prospectus supplement that forms a part of such registration statement. The warrants to be issued in the concurrent private placement and the Class A ordinary shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws.

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. A prospectus supplement relating to the sales of Class A ordinary shares will be filed by the Company with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC's website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at [email protected] or telephone at (212) 895-3500.

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