KNOREX Ltd. Form 6-K Filing

KNOREX Ltd. has entered into a Note Purchase Agreement and a Share Purchase Agreement. Through the Note Purchase Agreement, KNOREX Ltd. issued a senior unsecured Note to North Commerce Parkway Capital LP and TQ Master Fund LP for an aggregate principal amount of $3 million. The Notes mature in June 2026. The company received net proceeds of $2.7 million, using approximately $700 thousand to repay existing indebtedness and the remaining $2 million for transaction expenses and general corporate purposes. The Notes are subject to mandatory prepayment based on a percentage of proceeds from the Share Purchase Agreement. Under the Share Purchase Agreement, the investor is committed to purchase up to $50 million of the Company's class A ordinary shares over 36 months, subject to certain conditions including the effectiveness of a resale registration statement. The Company can direct the investor to purchase shares at a discount to the market price. The Company will pay commitment fees in the form of ordinary shares. A Registration Rights Agreement was also entered into, requiring the Company to file a resale registration statement with the SEC.