Attached files
| file | filename |
|---|---|
| EX-4.1 - Yi Xin International Copper, Inc. | v168017_ex4-1.htm |
| EX-4.2 - Yi Xin International Copper, Inc. | v168017_ex4-2.htm |
| EX-10.2 - Yi Xin International Copper, Inc. | v168017_ex10-2.htm |
| EX-10.1 - Yi Xin International Copper, Inc. | v168017_ex10-1.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): November 25, 2009
Yi
Xin International Copper, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-52682
|
26-1364740
|
|
(State or other
jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
No.
1 Guiba Road, Guixi District
Yingtan
City, Jiangxi Province
(Address
of principal executive offices and Zip Code)
86
701 333 8111
(Registrant's
telephone number, including area code)
(Former
name or former address 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:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d
-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e
-4c))
Item
1.01 Entry into a Material Definitive Agreement
Item
2.03 Creation of a Direct Financial Obligation
Item
3.02 Unregistered Sale of Equity Securities.
On
November 25, 2009, Yi Xin International Copper, Inc. (the “Company”) completed
the closing (the “Closing”) of a private placement solely to accredited
investors in which it issued an aggregate of $550,000.00 of unsecured 10%
Convertible Notes (collectively, the “Convertible Notes”) and Common Stock
Purchase Warrants to purchase up to an aggregate of 352,572 shares of Company
common stock (collectively, the “Warrants”). In connection with the
Closing, the Company entered into subscription agreements with four investors
and the Company received gross proceeds of $550,000.00. The Company
paid an aggregate of $44,000.00 in commissions to a selling agent in connection
with the Closing, along with $15,000 of selling agent’s expenses.
The
Convertible Notes mature one year from the date of issuance, or, if earlier, the
closing of a public offering of the Company’s common stock pursuant to an
effective registration statement under the Securities Act of 1933, as amended,
resulting in gross proceeds to the Company of not less than
$10,000,000. The Convertible Notes bear interest at the rate of 10%
per annum, compounded annually, with interest payable upon
maturity. Any principal or interest not paid when due shall bear
interest at the rate of 15% per annum.
The
Convertible Notes are convertible at the option of the holder into shares of
Company common stock at an initial conversion price of $0.78 per
share. The initial conversion price and the number of shares issuable
upon conversion are subject to adjustment upon the occurrence of certain events,
such as the issuance of stock dividends, stock splits and reverse stock
splits. In addition , upon the occurrence of any merger,
reorganization, restructuring, consolidation, sale of all or substantially all
of the Company’s assets or any similar or related transaction (each a
“Fundamental Change”), as a condition to the consummation of the Fundamental
Change, the Company is required to make proper and adequate provisions whereby
each holder of a Convertible Note will receive upon conversion of the
Convertible Note, in lieu of common stock issuable upon conversion of the
Convertible Note prior to the Fundamental Change, the stock and other securities
and property which the holder would have been entitled to receive upon the
occurrence of the Fundamental Change had the holder converted the Convertible
Note immediately prior to such Fundamental Change.
Subject
to the effectiveness of a registration statement pursuant to the Registration
Rights Agreement (described below) or all of the shares issuable upon conversion
of the Convertible Notes becoming eligible for sale pursuant to Rule
144 promulgated under the Securities Act of 1933, as amended, the Company shall
have the right to prepay the Convertible Notes, in whole or in part, upon ten
days prior notice, for 110% of the outstanding principal amount, plus accrued
interest.
The
Warrants have a term of five years and are exercisable upon
issuance. The initial exercise price is $0.78 per
share. The initial exercise price and the number of shares issuable
upon exercise, are subject to adjustment upon the occurrence of certain events,
such as the issuance of stock dividends, stock splits and reverse stock
splits. In addition, upon the occurrence of any Fundamental Change,
as a condition to the consummation of the Fundamental Change, the Company is
required to make proper and adequate provisions whereby each holder of a Warrant
will receive upon exercise of the Warrant, in lieu of common stock issuable upon
exercise of the Warrant prior to the Fundamental Change, the stock and other
securities and property which the holder would have been entitled to receive
upon the occurrence of the Fundamental Change had the holder exercised the
Warrant immediately prior to such Fundamental Change. In addition, if
the Company, at any time prior to the second anniversary of the issuance of the
Warrant, issues any shares of Company common stock at a price per share less
than the then-current exercise price, then the exercise price shall be lowered
to a price equal to such lower price, provided, however, that certain issuances
of stock, such as issuances pursuant to stock option plans for directors,
officers, employees, advisors or consultants, payment of interest on any
outstanding notes, full or partial consideration in connection with certain
strategic transactions, or the issuance of securities upon the exercise of
convertible securities outstanding on the date the issuance of the Warrant will
not cause an adjustment to the exercise price.
The
Company and each investor also entered into a Registration Rights Agreement
pursuant to which each investor is entitled to unlimited “piggyback”
registration rights with respect to the shares of Company common stock issuable
upon conversion of any Convertible Note or exercise of any Warrant, subject to
customary terms and conditions.
2
The
Convertible Notes and Warrants were sold in a private placement transaction in
reliance on the exemptions from registration provided by Section 4(2) of the
Securities Act of 1933, as amended, and/or Regulation D promulgated pursuant to
the Securities Act of 1933, as amended. The Company based its
reliance on these exemptions on representations made by investors in a
Subscription Agreement between each investor and the Company, including a
representation by each investor that the investor is an accredited investor as
defined in Rule 501 under the Securities Act of 1933.
The
foregoing summary is not intended to be complete and is qualified in its
entirety by reference to the forms of Convertible Note, Common Stock Purchase
Warrant and Subscription Agreement attached hereto as Exhibits 4.1, 4.2, 10.1
and 10.2.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
The
following exhibits are filed with the Current Report on Form 8-K:
|
Exhibit
|
Description
|
|
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4.1
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Form
of 10% Convertible Note
|
|
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4.2
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Form
of Common Stock Purchase Warrant
|
|
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10.1
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Form
of Registration Rights Agreement
|
|
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10.2
|
Form
of Subscription
Agreement
|
3
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 hereunto
duly authorized.
|
YI
XIN INTERNATIONAL COPPER, INC.
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||
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Date: December
1, 2009
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By:
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/s/ Linquan Hu
|
|
Linquan
Hu
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||
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Chief
Executive Officer
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||
4
EXHIBITS
The
following exhibits are filed with the Current Report on Form 8-K:
|
Exhibit
|
Description
|
|
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4.1
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Form
of 10% Convertible Note
|
|
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4.2
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Form
of Common Stock Purchase Warrant
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|
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10.1
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Form
of Registration Rights Agreement
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10.2
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Form
of Subscription Agreement
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