Attached files
| file | filename |
|---|---|
| EX-99.1 - China Polypeptide Group, Inc. | v171225_ex99-1.htm |
| EX-99.2 - China Polypeptide Group, Inc. | v171225_ex99-2.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 of 1934
Date of
Report (Date of Earliest Event Reported): January 8,
2010
CHINA POLYPEPTIDE GROUP,
INC.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
333-151148
|
20-8731646
|
|
(State
or other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
No. 11
Jiangda Road
Jianghan
Economical Development Zone
430023
Wuhan, P.R. China
|
(Address
of Principal Executive
Offices)
|
Registrant’s
telephone number, including area code: 86 27 835 183 96
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation under any of the following provisions (see General Instruction A.2.
below):
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
1.01 Entry into a Material Definitive Agreement.
Reference
is made to the disclosure made under Item 3.02 of this Current Report on Form
8-K, which is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
Pursuant
to a Securities Purchase Agreement dated as of December 16, 2009 (the “SPA”)
by and between China Polypeptide Group, Inc., (f/k/a Hamptons Extreme Inc.), a
Delaware corporation (the “Company”)
and one (1) Institutional Investor (the “Investor”),
the Investor purchased effective January 8, 2010 from the Company for
an aggregate purchase price of U.S. $3,600,000 (i) 666,667 shares (the “Shares”)
of common stock, par value U.S. $.0001 per share (the “Common
Stock”), and (ii) a 5 year warrant (the “Warrant”)
to purchase up to an additional 333,333 shares of Common Stock (the “Warrant
Shares”) at an exercise price of U.S. $6.75 per share (the “Purchase”).
The
Investor represented to the Company in the SPA, that it was a non “U.S. Person”
as defined under Regulation S (“Regulation
S”) of the Securities Act of 1933, as amended (the “1933
Act”), and an “accredited investor,” as defined in Rule 501(a) of
Regulation D (“Regulation
D”) promulgated under the 1933 Act. The Purchase of the Shares
and Warrants was made in reliance upon Regulation S and the exemptions from the
registration requirements provided by Section 4(2) of the 1933 Act and
Regulation D.
The
Shares and the Warrant Shares received piggy-back resale registration
rights. No commissions in cash and/or securities were paid in
connection with the Purchase.
Forward
Looking Statements
The
information included in this Current Report, including the information filed
herewith, contains forward-looking statements that involve uncertainties and
risks. Actual results could differ materially from those described in such
information and the Company cautions investors not to place undue reliance on
the forward-looking statements contained therein. Certain of this information
has not previously been made publicly available by the Company and may be deemed
material. Forward-looking statements typically are identified by use of terms
such as "may," "will," "should," "plan," "expect," "anticipate," "estimate" and
similar words, although some forward-looking statements are expressed
differently. Forward-looking statements represent the Company’s management’s
judgment regarding future events. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, the
Company can give no assurance that such expectations will prove to be correct.
All statements other than statements of historical fact included in this Current
Report on Form 8-K are forward-looking statements. The Company cannot guarantee
the accuracy of the forward-looking statements, and you should be aware that the
Company's actual results could differ materially from those contained in the
forward-looking statements due to a number of factors, including the statements
under "Risk Factors" contained in the Company's Current Report on Form 8-K dated
November 13, 2009.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
99.1 Securities Purchase
Agreement, dated December 16, 2009, by and between the Company and the
Investor.
99.2 Warrant
to Purchase 333,333 Shares of Common Stock, dated December 16, 2009, by and
between the Company and the Investor.
SIGNATURES
Pursuant
to the requirements of Section12 of the Securities Exchange Act of 1934, as
amended the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
|
China
Polypeptide Group, Inc.
|
||
|
Date:
as of January 11, 2010
|
By:
|
/s/
Chen Dongliang
|
|
Name:
Chen Dongliang
Title:
Chairman and Chief Executive
Officer
|
||
2