Attached files
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 EARLIEST REPORTED EVENT: December 11, 2009
CHINA
NORTH EAST PETROLEUM HOLDINGS LIMITED
(Exact
name of Registrant as specified in its charter)
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Nevada
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000-49846
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87-0638750
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification Number)
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of
incorporation)
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445
Park Avenue, New York, New York 10022
(Address
of principal executive offices)
(212)
307-3568
(Registrant’s
telephone number, including area code)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities
Act
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Item
1.01 Entry
Into a Material Definitive Agreement.
On
December 11, 2009, China North East Petroleum Holdings Limited (the “Company”)
entered into an engagement letter (the “Engagement Letter”) with Rodman &
Renshaw, LLC (“Rodman”), as the exclusive placement agent, relating to the
Company’s registered offer and sale of shares of its common stock and warrants
to purchase its common stock. A copy of the Engagement Letter is attached as
Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated
herein by reference.
The
Company also entered into a Securities Purchase Agreement (the “Securities
Purchase Agreement”) with the investors signatory thereto. The Securities
Purchase Agreement relates to the issuance and sale in a public offering by the
Company of an aggregate of 1,963,637 shares of its common stock, at a price of
$6.875 per share (each a “Share,” and, collectively, the “Shares”) and warrants
(the “Warrants”) to purchase up to an additional 392,728 shares of common stock.
The Company will receive gross proceeds of approximately $13.5 million before
placement agent fees and other expenses. The Securities Purchase Agreement
contains representations, warranties, and covenants of the Company and the
investors that are customary for transactions of this type. The Securities
Purchase Agreement is attached as Exhibit 10.1 to this Current Report on
Form 8-K, and is incorporated herein by reference.
The
Warrants are exercisable beginning six months after their initial issuance at an
exercise price of $8.10 per share until June 17, 2011. The exercise price and
number of shares issuable upon exercise are subject to adjustment in the event
of stock splits or dividends, business combinations, sale of assets or other
similar transactions. A copy of the form of Warrant is attached hereto and
incorporated herein by reference as Exhibit 10.2.
Pursuant
to the Engagement Letters, the Placement Agent will receive an aggregate fee of
6% of the aggregate proceeds raised, which is estimated to be $810,000 and
warrants to purchase up to 58,910 shares of the Company’s common stock at the
exercise price of $8.10. The warrants to be issued to the Placement Agent shall
be exercisable until September 9, 2014.
The
description of the offering provided herein is qualified in its entirety by
reference to the Engagement Letter and the Securities Purchase Agreement. The
Company has filed with the Securities and Exchange Commission (the “Commission”)
the Engagement Letter and the Securities Purchase Agreement in order to provide
investors and the Company’s stockholders with information regarding their
respective terms and in accordance with applicable rules and regulations of
the Commission. Each agreement contains representations and warranties that the
parties made to, and solely for the benefit of, the other in the context of all
of the terms and conditions of that agreement and in the context of the specific
relationship between the parties. The provisions of the Engagement Letter and
the Securities Purchase Agreement, including the representations and warranties
contained therein, are not for the benefit of any party other than the parties
to such agreements and are not intended as documents for investors and the
public to obtain factual information about the current state of affairs of the
parties to those documents and agreements. Rather, investors and the public
should look to other disclosures contained in the Company’s filings with the
Commission.
The
Shares are being issued pursuant to a prospectus supplement dated December 15,
2009, filed with the Commission pursuant to Rule 424(b) under the
Securities Act, as part of a shelf takedown from the Company’s registration
statement on Form S-3 (File No. 333-160299), including a related
prospectus, which was declared effective by the Securities and Exchange
Commission on September 9, 2009.
A copy of
the opinion of The Crone Law Group relating to the legality of the issuance and
sale of the Shares in the offering is attached hereto as
Exhibit 5.1.
On
December 14, 2009, the Company issued a press release announcing the execution
of the Engagement Letter, entry into the Securities Purchase Agreement and
general terms of the Shares to be offered. The text of the press
release is included as Exhibit 99.1 to this Form 8-K and is incorporated herein
by reference.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
The
following exhibits are filed herewith:
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1.1
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Engagement
Letter dated December 11, 2009 by and among the Company and
Rodman & Renshaw, LLC
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5.1
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Opinion
of The Crone Law Group
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10.1
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Form of
Securities Purchase Agreement dated as of December 14, 2009 between the
Company and the Purchasers
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10.2
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Form of
Warrant
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23.1
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Consent
of The Crone Law Group (contained in Exhibit 5.1)
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99.1
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Press
Release dated December 14, 2009
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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.
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CHINA
NORTH EAST PETROLEUM
HOLDINGS
LIMITED
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Date:
December 15, 2009
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By:
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/s/
Wang Hongjun
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Wang
Hongjun
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President,
Chairman and Chief Executive
Officer
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2
Exhibit Index
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1.1
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Engagement
Letter dated December 11, 2009 by and among the Company and
Rodman & Renshaw, LLC
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5.1
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Opinion
of The Crone Law Group
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10.1
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Form of
Securities Purchase Agreement dated as of December 14, 2009 between the
Company and the Purchasers
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10.2
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Form of
Warrant
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23.1
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Consent
of The Crone Law Group (contained in Exhibit 5.1)
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99.1
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Press
Release dated December 14, 2009
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