424b5 1 ea146160-424b5_puhuiwealth.htm prospectus supplement filed pursuant to rule 424(b)(5)registration no. 333-245003 prospectus supplement (to prospectus dated november 10, 2020) puhui wealth investment management co., ltd. $2,750,000.00 10% original issue discount convertible subordinated debenture due february 20, 2022 and ordinaryshares issuable upon conversion of the debenture we are offering a 10% original issue discount convertible subordinated debenture in the principal amount of $2,750,000 (“debenture”) pursuant to this prospectus supplement and accompanying prospectus. the debenture is unsecured and subordinated to any existing or future debts. it has been issued for an original issue discount of 10% and bears interest at the rate of 8% per annum. upon an event of default, as described in the debenture, the interest rate shall equal to the lesser of 15% per annum or the maximum rate permitted under applicable law. the debenture shall be convertible (in whole or in part), at the option of its holder, into our ordinary shares, par value $0.001 per share (“ordinary shares”) at a conversion price (“conversion price”) of the lesser of (i) $5.00, subject to certain adjustment, and (ii) the alternate conversion price. during any period that the bid price of our ordinary shares is lower than $6.25, (the “restricted period”), the conversion price applicable shall equal 80% of the average of the three (3) lowest daily volume weighted average prices (or “vwap”) during the “measurement period”, which is a 10-trading-day period starting 5 trading days prior to and ending 4 trading days after the date the ordinary shares are delivered pursuant to applicable conversion notice, provided, that the alternate conversion price shall not be lower than $0.60 (the “floor price”). the debenture will mature on february 20, 2022 (or if such day is not a business day, the following business day), unless is converted. there is no established trading market for the debentures and we do not plan to apply to list the debenture on any exchange or over-the-counter markets. our ordinary shares are listed on the nasdaq capital market, or nasdaq, under the symbol “phcf”. as of august 18, 2021, the last reported sale price of our ordinary shares as reported on nasdaq was $3.00 per share. we are an “emerging growth company” under applicable u.s. federal securities laws and are eligible for reduced public company reporting requirements. as of the date of this prospectus supplement, the aggregate market value of our outstanding ordinary shares held by non-affiliates was approximately $19,469,724 based on 11,507,558 outstanding ordinary shares, of which approximately 5,017,650 shares were held by affiliates, and a price of $3.00 per share, which was the last reported sale price of our ordinary shares on nasdaq on august 17, 2021. as of the date of this prospectus supplement, we have not offered and sold any of our securities pursuant to general instruction i.b.5. of form f-3 during the prior 12 calendar month period that ends on, and includes, the date of this prospectus supplement. investing in our securities involves a high degree of risk. before buying any of our securities, you should carefully read the discussion of material risks of investing in our securities under the heading “risk factors” beginning on page s-12 of this prospectus supplement and the documents incorporated by reference herein and page 2 of the accompanying prospectus. we have engaged joseph stone capital, llc to act as our sole placement agent in connection with this offering. the placement agent has agreed to use their reasonable best efforts to place the securities offered by this prospectus supplement. the placement agent is not purchasing or selling any of our securities offered pursuant to this prospectus supplement or the accompanying prospectus. we have agreed to pay the placement agent a commission of $143,750, a management fee of $12,500.00, a non-accountable expense fee of $50,000, and to reimburse the placement agent for certain expenses. in addition, we will issue to the placement agent a five year warrant to purchase 41,667 ordinary shares at an exercise price of $3.60 (“placement agent warrant”). we have registered the placement agent warrant and the ordinary shares underlying such warrant pursuant to this prospectus supplement. for additional information about the compensation paid to the placement agent, see “plan of distribution” in this prospectus supplement. neither the securities and exchange commission nor any state securities commission has approved or disapproved of these securities or determined if t