{"url_path":"/sec/ifbd/10-k/2026/item-14","section_key":"item-14","section_title":"Item 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF","topic":"sec","document":{"doc_type":"20-F/A","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/1815566/0001731122-26-000847-index.html","accession_number":"0001731122-26-000847","cik":"0001815566","ticker":"IFBD","issuer_name":"Infobird Co., Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1815566/0001731122-26-000847-index.html","primary_entity_key":"0001815566","primary_entity_name":"Infobird Co., Ltd"},"word_count":1166,"has_tables":true,"body_markdown":"**ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF\nSECURITY HOLDERS AND USE OF PROCEEDS**\n\n \n\n**Material Modifications to the Rights of Security Holders**\n\n \n\nIn additional to the below modifications,\nsee “Item 10. Additional Information” for a description of the rights of securities holders.\n\n \n\nOn September 9, 2022, we effected\na 1-for-5 share consolidation of our ordinary shares pursuant to our second amended and restated memorandum and articles of association.\nWe have retroactively restated all share and per share data for all of the periods presented pursuant to ASC 260 to reflect the share\nconsolidation.\n\n \n\nOn May 12, 2023, we effected\na 1-for-5 share consolidation of our ordinary shares pursuant to our third amended and restated memorandum and articles of association.\nWe have retroactively restated all share and per share data for all of the periods presented pursuant to ASC 260 to reflect the share\nconsolidation.\n\n \n\nOn November 15, 2023, we effected\na 1-for-20 share consolidation of our ordinary shares pursuant to our fourth amended and restated memorandum and articles of association.\nWe have retroactively restated all share and per share data for all of the periods presented pursuant to ASC 260 to reflect the share\nconsolidation. On the same day, after the share consolidation takes effect, we increased the Company’s authorized share capital\nfrom US$25,000 divided into 50,000,000 shares of a par value of US$0.50 each, to US$25,000,000,000 divided into 50,000,000,000 shares\nof a par value of US$0.50 each by the creation of an additional 49,950,000,000 ordinary shares.\n\n \n\nOn March 4, 2024, we effected\na 1-for-8 share consolidation of our ordinary shares pursuant to our fifth amended and restated memorandum and articles of association.\nWe have retroactively restated all share and per share data for all of the periods presented pursuant to ASC 260 to reflect the share\nconsolidation.\n\n \n\nOn May 2, 2024, we effected a\ncapital reduction to reduce the par value of each of the then issued Consolidated Shares from US$4.00 to US$0.00001 by cancelling the\npaid-up capital of the Company to the extent of US$3.99999 on each of the then issued Consolidated Shares (the “Capital Reduction”).\nImmediately following the Capital Reduction, the Company sub-divided the balance of each unissued Consolidated Share in the authorized\nshare capital of the Company into 400,000 ordinary shares with par value of US$0.00001 each in the share capital of the Company (the “Share\nSubdivision”). Immediately following the Capital Reduction and Share Subdivision, the authorized share capital of the Company was\nchanged to US$50,000,000 divided into 5,000,000,000,000 ordinary shares of par value US$0.00001 each through the cancellation of excess\nauthorized but unissued shares.\n\n \n\n114\n\n \n\n \n\n**Use of Proceeds**\n\n \n\nThe following “Use of Proceeds”\ninformation relates to the registration statement on Form F-1, as amended (File No. 333- 251234), in relation to our initial public offering,\nwhich was declared effective by the SEC on March 31, 2021. In April 2021, we completed our initial public offering in which we issued\nand sold an aggregate of 1,250,000 ordinary shares, and in June 2021, we issued and sold 25,000 ordinary shares pursuant to the partial\nexercise of the underwriter’s over-allotment option in connection with our initial public offering, resulting in net proceeds to\nus of approximately $22.9 million, including the $600,000 that was placed in an escrow account, net of underwriting discounts and commissions\nand expenses associated with our initial public offering paid or payable by us. WestPark Capital, Inc. acted as the representative of\nthe underwriters for our initial public offering. We have used net proceeds from our initial public offering for strengthening sales and\nmarketing, research and development, and general corporate purposes, including the expenses we spent to become, and maintain our status\nas, a publicly listed company in the United States.\n\n \n\nOur expenses incurred and paid\nto others in connection with the issuance and distribution of our ordinary shares in our initial public offering totaled approximately\n$4.7 million, which included approximately $1,785,000 for underwriting discounts and commissions. Net proceeds in the amount of $600,000\nwere also placed in an escrow account for 24-months following the closing of our initial public offering.\n\n \n\nThe following “Use\nof Proceeds” information relates to the registration statement on Form F-3 (File No. 333-268993), together with the prospectus supplement\ndated February 24, 2023 in relation to our offering of 3,846,000 Units with each Unit consisting of: (1) one ordinary share, par value\nUS$0.005 per share, and (2) 0.65 of an Ordinary Share Warrant, to certain institutional investors pursuant to a securities purchase agreement\ndated February 23, 2023 (the “2023 Offering”). The net proceeds raised from the 2023 Offering were approximately US$4.52 million,\nafter deducting commissions and expenses. Maxim Group LLC acted as the Placement Agent for the 2023 Offering.\n\n \n\nThe total expenses incurred\nfor our account in connection with the 2023 Offering was approximately US$0.48 million, which included approximately US$0.35 million in\ncommissions to Maxim Group LLC and approximately US$0.13 million of other costs and expenses. None of the transaction expenses included\npayments to directors or officers of our company or their associates, persons owning more than 10% or more of our equity securities or\nour affiliates. For the period from February 28, 2023 to March 31, 2023, we used net proceeds from the 2023 Offering for working capital\nand general corporate purposes.\n\n \n\nThe following “Use\nof Proceeds” information relates to the Form 6-K (File No. 001-40301), in relation to our offering of 88,105,727 ordinary shares,\npar value $0.025 per share, at $0.3405 per share, to certain accredited investors pursuant to a securities purchase agreement dated July\n24, 2023 (the “July 2023 Offering”). The gross proceeds raised from the July 2023 Offering were approximately $30,000,000.\n\n \n\nThe following “Use\nof Proceeds” information relates to the registration statement on Form F-3 (File No. 333-268993), together with the prospectus supplement\ndated August 4, 2023 in relation to our offering of 44,117,648 ordinary shares, par value US$0.025 per share, to certain accredited investors\npursuant to a securities purchase agreement dated August 3, 2023 (the “August 2023 Offering”). The net proceeds raised from\nthe August 2023 Offering were approximately $14.9 million, after estimated fees and expenses. We used the net proceeds from the August\n2023 Offering for funding global business expansion, working capital and general corporate purposes.\n\n \n\nThe following “Use\nof Proceeds” information relates to the registration statement on Form F-3 (File No. 333-268993), together with the prospectus supplement\ndated December 22, 2023 in relation to our offering of up to $20,000,000 ordinary shares plus 471,698 additional ordinary shares, par\nvalue $0.50 per share, to Fundex SPC-Fundora SP (“Fundex”) pursuant to a securities purchase agreement dated December 22,\n2023 (the “December 2023 Offering”). The net proceeds raised from the December 2023 Offering will be up to $20.0 million in\naggregate gross proceeds, after estimated fees and expenses, under the securities purchase agreement from sales of purchase notice shares\nto Fundex after the date of the prospectus supplement. We used the net proceeds from the August 2023 Offering for funding the expansion\nof our business, working capital and other general corporate purposes.\n\n \n\n115"}