Attached files
| file | filename |
|---|---|
| EX-4.5 - Hoku Corp | v170289_ex4-5.htm |
| EX-4.4 - Hoku Corp | v170289_ex4-4.htm |
| EX-4.6 - Hoku Corp | v170289_ex4-6.htm |
| EX-10.111 - Hoku Corp | v170289_ex10-111.htm |
| EX-10.113 - Hoku Corp | v170289_ex10-113.htm |
| EX-10.112 - Hoku Corp | v170289_ex10-112.htm |
| EX-10.114 - Hoku Corp | v170289_ex10-114.htm |
| EX-10.110 - Hoku Corp | v170289_ex10-110.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 22,
2009
HOKU
SCIENTIFIC, INC.
|
Delaware
|
000-51458
|
99-0351487
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
1288
Ala Moana Blvd, Suite 220
Honolulu,
Hawaii
|
96814
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (808) 682-7800
Not
Applicable
(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:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
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-4(c))
Item 1.01 Entry
into a Material Definitive Agreement.
As
described in our Current Report on Form 8-K filed on December 23, 2009 (the
“Initial 8-K”), we issued 33,379,287 shares (the “Shares”) of our common stock,
par value $0.001 per share (“Common Stock”) (representing 60% of our
fully-diluted outstanding shares) pursuant to a Securities Purchase Agreement
(the “Purchase Agreement”) between us and Tianwei New Energy Holdings Co., Ltd.,
a corporation organized under the laws of the People’s Republic of China
(“Buyer”), and we also issued a warrant to purchase an additional 10,000,000
shares of Common Stock (the “Warrant”) to Buyer (collectively, the
“Transaction”). As part of the Transaction, the following agreements
were executed:
|
|
·
|
Investor
Rights Agreement, dated as of December 22, 2009, between Tianwei New
Energy Holdings Co., Ltd. and Hoku Scientific,
Inc.
|
|
|
·
|
Form
of Lock-Up Agreement, dated December 22, 2009, between Tianwei New Energy
Holdings Co., Ltd. and certain officers and directors of Hoku Scientific,
Inc.
|
|
|
·
|
Amended
and Restated Supply Agreement No. 1, dated as of December 22, 2009,
between Tianwei New Energy Holdings Co. Ltd. and Hoku Materials,
Inc.
|
|
|
·
|
Amended
and Restated Supply Agreement No. 2, dated as of December 22, 2009,
between Tianwei New Energy Holdings Co. Ltd. and Hoku Materials,
Inc.
|
|
|
·
|
Form
of Security Agreement (relating to Amended and Restated Supply Agreements
No. 1 and No. 2), dated as of December 22, 2009, between Tianwei New
Energy Holdings Co. Ltd. and Hoku Materials,
Inc.
|
|
|
·
|
Loan
Implementation Agreement, dated December 22, 2009, among Hoku Scientific,
Inc., Hoku Materials, Inc. and Tianwei New Energy Holdings Co.
Ltd.
|
|
|
·
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Financing
Backstop Agreement, dated December 22, 2009, between Tianwei New Energy
Holdings, Co., Ltd. and Hoku Scientific,
Inc.
|
The
foregoing agreements are described in greater detail in the Initial 8-K, which
is hereby amended by this Form 8-K/A to include the exhibits set forth under
Item 9.01.
A copy of
the Purchase Agreement was previously filed as Exhibit 2.1 to our Form 8-K on
September 29, 2009. The description of the Purchase Agreement does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Purchase Agreement.
The
description contained in the Initial 8-K of each of the Warrant, the Investor
Rights Agreement, the Form of Lock-Up Agreement, the Amended and Restated Supply
Agreements, the Form of Security Agreement, the Loan Implementation Agreement
and the Financing Backstop Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Warrant, the
Investor Rights Agreement, the Form of Lock-Up Agreement, the Amended and
Restated Supply Agreements, the Form of Security Agreement, the Loan
Implementation Agreement and the Financing Backstop Agreement, which are
attached as Exhibits 4.4, 4.5, 4.6, 10.110, 10.111, 10.112 10.113, and
10.114 respectively, to this Current Report on Form 8-K/A and are
incorporated in this report by reference.
1
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
The disclosure under Item 1.01 of this
Current Report on Form 8-K/A relating to the Loan Implementation Agreement is
incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The disclosure under Item 1.01 of this
Current Report on Form 8-K/A relating to the Purchase Agreement, the Shares and
the Warrant is incorporated herein by reference.
Item
5.01 Changes in Control of Registrant.
The disclosure under Item 1.01 of this
Current Report on Form 8-K/A relating to the Purchase Agreement, the Shares and
the Warrant is incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
|
(d)
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Exhibits
|
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4.4
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Warrant
for the Purchase of Shares of Common Stock of Hoku Scientific, Inc., dated
December 22, 2009, issued to Tianwei New Energy Holdings Co.,
Ltd.
|
|
4.5
|
Investor
Rights Agreement, dated as of December 22, 2009, between Tianwei New
Energy Holdings Co., Ltd. and Hoku Scientific, Inc.
|
|
4.6
|
Form
of Lock-Up Agreement, dated December 22, 2009, between Tianwei New Energy
Holdings Co., Ltd. and certain officers and directors of Hoku Scientific,
Inc.
|
|
10.110†
|
Amended
and Restated Supply Agreement No. 1, dated as of December 22, 2009,
between Tianwei New Energy Holdings Co. Ltd. and Hoku Materials,
Inc.
|
|
10.111†
|
Amended
and Restated Supply Agreement No. 2, dated as of December 22, 2009,
between Tianwei New Energy Holdings Co. Ltd. and Hoku Materials,
Inc.
|
|
10.112
|
Form
of Security Agreement (relating to Amended and Restated Supply Agreements
No. 1 and No. 2), dated as of December 22, 2009, between Tianwei New
Energy Holdings Co. Ltd. and Hoku Materials, Inc.
|
|
10.113
|
Loan
Implementation Agreement, dated December 22, 2009, among Hoku Scientific,
Inc., Hoku Materials, Inc. and Tianwei New Energy Holdings Co.
Ltd.
|
| 10.114 |
Financing
Backstop Agreement, dated December 22, 2009, between Tianwei New Energy
Holdings, Co., Ltd. and Hoku Scientific,
Inc.
|
|
†
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Confidential
treatment has been requested for portions of this exhibit. These portions
have been omitted from this Current Report on Form 8-K and have been filed
separately with the Securities and Exchange
Commission.
|
2
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.
Date:
December 31, 2009
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HOKU
SCIENTIFIC, INC.
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|
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By:
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/s/ Dustin M. Shindo
|
|
Dustin
M. Shindo
|
|
|
Chairman
of the Board of Directors/Director
|
|
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President
and Chief Executive
Officer
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3