Attached files
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| EX-99.1 - Sino Clean Energy Inc | v164360_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): October 30, 2009
SINO
CLEAN ENERGY INC.
(Exact
name of registrant as specified in Charter)
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Nevada
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000-51753
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75-2882833
|
||
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
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(IRS
Employee Identification No.)
|
Room
1605, Suite B, Zhengxin Building,
No.
5, Gaoxin 1st Road, Gao Xin District,
Xi’an,
Shaanxi Province, People’s Republic of China
(Address
of Principal Executive Offices)
(8629)
8406-7376
(Issuer
Telephone number)
N/A
(Former name or former address, if
changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.02 Unregistered Sale of
Equity Securities.
On
October 30, 2009, Sino Clean Energy Inc. (the “Registrant”) issued warrants to
purchase up to 4,270,737 shares of its common stock (the “Placement Warrants”)
to Axiom Capital Management, Inc. (“Axiom Capital”) and its assignees. Axiom
Capital acted as placement agent in the Registrant’s private placement financing
in July 2009 (the “Financing”), the description of which was previously
disclosed in the Registrant’s current reports on Form 8-K filed on July 8 and
22, 2009. The Placement Warrants are issued as part of Axiom Capital’s fees in
connection with the Financing.
Each
Placement Warrant entitles its holder to purchase one share of the Registrant’s
common stock at an exercise price of $0.228 (subject to certain adjustments) for
a period of three years from the issuance date (the “Exercise Period”). The
Placement Warrants may also be exercised at any time during the Exercise Period
on a “cashless” basis. The exercise price is subject to full ratchet
anti-dilution adjustment in the event that the Registrant issues additional
equity, equity linked securities or securities convertible into
equity (other than certain exempt issuances as defined in the Placement
Warrants) at a purchase price less than the then applicable exercise price. The
exercise price is also subject to proportional adjustment for stock splits,
stock dividends, recapitalizations and the like.
The
foregoing description of the Placement Warrants is qualified in its entirety by
the form thereof included as an exhibit hereto and incorporated herein by
reference.
The
Placement Warrants were issued to Axiom Capital in reliance on the exemption
from registration under the Securities Act of 1933, as amended (the “1933 Act”),
pursuant to Rule 506 of Regulation D promulgated thereunder. The Placement
Warrants have not been registered under the 1933 Act or applicable state
securities laws and may not be offered or sold in the United States absent
registration under the 1933 Act and applicable state securities laws or an
applicable exemption from registration requirements.
Item
9.01 Financial Statements
and Exhibits.
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Exhibit
Number
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Exhibit Title or
Description
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99.1
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Form
of Placement Warrant
*
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* Filed
herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date: November
2, 2009
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SINO
CLEAN ENERGY INC.
(Registrant)
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By:
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/s/ Baowen Ren | |
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Baowen
Ren
Chief
Executive Officer
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