Attached files
file | filename |
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EX-10.1 - GULF RESOURCES, INC. | e606184_ex10-1.htm |
EX-99.1 - GULF RESOURCES, INC. | e606184_ex99-1.htm |
EX-10.2 - GULF RESOURCES, INC. | e606184_ex10-2.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 1934
Date of
Report (date of earliest event reported): December
11, 2009
Gulf
Resources, Inc.
(Exact
name of registrant as specified in charter)
Delaware
(State or
other jurisdiction of incorporation)
000-20936
(Commission File Number) |
13-3637458
(IRS Employer Identification No.) |
Chenming Industrial Park, Shouguang City, Shandong, China 262714 | ||
(Address of principal executive offices and zip code) | ||
+86 (536) 567-0008 | ||
(Registrant's telephone number including area code) | ||
(Registrant's 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 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(b) under the Exchange Act (17 CFR
240.14a-12(b))
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))
1
Item
1.01 Entry into a Material Definitive Agreement.
On
December 11, 2009, the Registrant entered into a securities purchase agreement
(the “Purchase
Agreement”), with institutional investors (the “Investors”), pursuant
to which the Registrant will sell 2,941,181 shares of its common stock, par
value $0.0005 per share (the “Common Stock”) at a
purchase price of $8.50 per share, for gross proceeds of approximately $25.0
million (the “Financing”). The
closing of the Financing is expected to occur on or prior to January 1, 2010
(the “Closing
Date”).
Until the
earlier of (i) seven months after the Closing Date, provided that the Company is
in compliance with the current public information requirement under Rule 144(c)
on such date, and (ii) thirty (30) days after the Effective Date (as defined
below)(the “Trigger
Date”), the Company shall not (a) file any registration statements, other
than in connection with the Financing, (b) directly or indirectly, offer, sell,
grant any option to purchase, or otherwise dispose of (or announce any offer,
sale, grant or any option to purchase or other disposition of) any of its or its
Subsidiaries' equity or equity equivalent securities, including without
limitation any debt, preferred stock or other instrument or security that is, at
any time during its life and under any circumstances, convertible into or
exchangeable or exercisable for shares of Common Stock, or securities
exercisable to convertible into shares of Common Stock (a “Subsequent
Placement”), or (c) be party to any solicitations, negotiations or
discussions with regard to the foregoing. In addition to the
foregoing restrictions, for a period of two years after the Trigger Date, the
Investors have a right to participate in any Subsequent Placement; except that
the foregoing restrictions shall not apply to (x) certain issuances of the
Company’s securities, including, without limitation, (i) under an approved
equity incentive plan, and (ii) in connection with mergers, acquisitions,
strategic business partnerships or joint ventures, in each case with
non-affiliated third parties and otherwise on an arm's-length basis, the primary
purpose of which is not to raise additional capital, or (y) any bona fide firm
commitment underwritten public offering or a shelf” registration statement for
an "at-the-market offering" as defined in Rule 415(a)(4) of the Securities Act
of 1933, as amended.
Registration
Rights Agreement
In
connection with the Financing, we entered into a registration rights agreement
(the “RRA”)
with the Investors in which we agreed to file a registration statement (the
“Registration
Statement”) with the Securities and Exchange Commission (the “SEC”) to register the
Shares no later than thirty (30) days after the Closing Date. We have
agreed to use our best efforts to have the Registration Statement declared
effective within ninety (90) calendar days after the Closing Date, or one
hundred twenty (120) calendar days after the Closing Date in the event the
Registration Statement is subject to a “full review” by the SEC (the “Effective
Date”). In the event we are unable to register all of the
Registrable Securities on the Registration Statement, due to the SEC’s
application of Rule 415, we have agreed to file such number
of additional registration statements as necessary to register all of
the remaining Registrable Securities.
2
We are
required to keep all applicable registration statements continuously effective
under the Securities Act until such date as is the earlier of the date when all
of the securities covered by that registration statement have been sold or the
date on which such securities may be sold without any restriction pursuant to
Rule 144 (the “Financing Effectiveness
Period”). We will pay liquidated damages of 2% of each
holder’s initial investment in the Shares sold in the Financing on the date
of, and until such failure is cured, every 30 days thereafter if the
Registration Statement is not filed or declared effective within the foregoing
time periods or ceases to be effective prior to the expiration of the Financing
Effectiveness Period. However, no liquidated damages shall be paid
(i) with respect to any securities being registered that we are not permitted to
include in the Registration Statement due to the SEC’s application of
Rule 415 if the Shares exceed one-third of the Company’s public float, or (ii)
with respect to any Investor, solely because such Investor is required to be
described as an underwriter under applicable securities laws.
The
foregoing is a summary of certain terms of the Purchase Agreement and the
RRA. Each of the Purchase Agreement and the RRA are attached as
exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and
are incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities
As set
forth above in Item 1.01, the Registrant has entered into the Purchase Agreement
under which the Registrant will sell 2,941,181 shares of its Common Stock at a
purchase price of $8.50 per share to certain institutional investors, for gross
proceeds of approximately $25.0 million (the “Financing”).
Brean
Murray, Carret & Co., LLC, acted as the exclusive placement agent in the
Financing. The Shares were sold in a transaction not involving a
public offering and were issued without registration in reliance upon the
exemption from registration afforded by Section 4(2) of the Securities Act of
1933, as amended and Regulation D promulgated thereunder.
Item
8.01 Other Events
On December 11, 2009, the Company
issued a press release announcing the signing of the Purchase
Agreement. A copy of the press release is attached hereto as Exhibit
99.1.
Item
9.01 Financial Statements and Exhibits.
(b)
Exhibits.
Exhibit No.
|
Description
|
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10.1
|
Securities
Purchase Agreement
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|
10.2
|
Registration
Rights Agreement
|
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99.1
|
Press
Release
|
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.
GULF
RESOURCES, INC.
|
||
By:
|
/s/ Xiaobin Liu | |
Name: |
Xiaobin
Liu
|
|
Title: |
Chief
Executive Officer
|
|
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