Attached files
| file | filename |
|---|---|
| EX-10.2 - WEIKANG BIO-TECHNOLOGY GROUP CO INC | v172209_ex10-2.htm |
| EX-10.1 - WEIKANG BIO-TECHNOLOGY GROUP CO INC | v172209_ex10-1.htm |
| EX-10.4 - WEIKANG BIO-TECHNOLOGY GROUP CO INC | v172209_ex10-4.htm |
| EX-10.3 - WEIKANG BIO-TECHNOLOGY GROUP CO INC | v172209_ex10-3.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 20,
2010
WEIKANG
BIO-TECHNOLOGY GROUP COMPANY, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-1365354
|
26-2816569
|
||
|
(State
or other
|
(Commission
|
(I.R.S.
Employer
|
||
|
jurisdiction
of incorporation)
|
|
File
Number)
|
|
Identification
No.)
|
No.
365 Chengde Street, Daowai District, Harbin
Heilongjiang
Province, The People’s Republic of China 150020
(Address
of principal executive offices) (zip code)
(86)
0451-88355530
(Registrant’s
telephone number, including area code)
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
On
January 20, 2010, Weikang Bio-Technology Group Company, Inc. (the “Company”)
entered into Subscription Agreements (“Purchase Agreements”) with “accredited”
investors (the “Investors”). Pursuant to the Purchase
Agreements, the Investors purchased 1,470,588 shares (“Investor Shares”) of the
Company’s common stock (“Common Stock”) at $1.70 per share (the “Financing”).
The Company raised $2,500,000 in gross proceeds and received net proceeds from
the Financing of approximately $2,052,500, after placement agent fees and other
offering expenses.
Warrants
The
Investors received one Series A Warrant and one Series B Warrant for every $8.00
invested in the Company under the Purchase Agreement. Series A
Warrants grant the holder the right to purchase shares of Common Stock at an
exercise price of $3.00. Series B Warrants grant the holder the
right to purchase shares of Common Stock at an exercise price of
$5.00. At the closing the Investors received Series A Warrants to
purchase 312,500 shares of Common Stock and Series B Warrants to purchase
312,500 shares of Common Stock.
The
Series A and Series B Warrants (together, the “Warrants”) shall expire three
years from the date of issuance. The Warrants provide for
antidilution adjustments to the exercise price for certain convertible
securities issued with conversion prices lower than the Warrants’ exercise
price.
Investor Escrow
Agreement
In
connection with the Financing the Company entered into an Investor Relations
Escrow Agreement, pursuant to which the Company agreed to establish an escrow
account in the amount of $150,000 which may be allocated and released to
investor relations firms for marketing purposes at the sole discretion of a
representative of the Investors.
Offering Expenses and
Placement Agent Fees
In
connection with the Financing the Company paid the following: (i)
$150,000 to an Investment Relations escrow account described above, (ii)
$250,000 in placement agent fees, and (iii) $47,000 in offering expenses,
including legal fees.
In
addition the Company issued the following securities: (i) Series A
Warrants to purchase 73,528 shares of Common Stock to placement agents, (ii)
Series B Warrants to purchase 73,528 shares of Common Stock to placement agents,
(iii) 180,000 shares of Common Stock to an investor relations firm, (iv) 600,000
shares of Common Stock to a consultant for business development and capital
markets advice, and (v) 7,000 shares of Common Stock for legal
services.
Registration
Rights
Pursuant
to the Purchase Agreements, the Company has agreed to file a resale Registration
Statement on Form S-1 by April 9, 2010 (“Required Filing Date”) registering the
Investor Shares and the Investors’ Warrants (together the “Registrable
Securities”) with the Securities and Exchange Commission (the
“SEC”). In the event the Company has not filed the Registration
Statement by the Required Filing Date, or the Registration Statement is not
declared effective by the SEC by 120 days after the Required Filing Date, the
Company has agreed to pay liquidated damages to each Investor, from and
including the day following such Filing Default until the date that the
Registration Statement is filed with the SEC, or until the Registration
Statement is declared effective, as applicable, at a rate per month (or portion
thereof) equal to 0.50% of the total purchase price of the Shares purchased by
such Investor pursuant to the Purchase Agreement. In no event,
however, may the penalties exceed 9% in the aggregate of such total purchase
price.
The
Investor Shares were issued to “accredited” investors, as such term is
promulgated by the SEC. In reliance upon each such investor’s
representation as an “accredited investor,” among other representations, the
offer and sale of the securities described above are exempt from the
registration requirements under the Securities Act of 1933, as amended, pursuant
to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D
promulgated by the SEC.
The
securities offered have not been registered under the United States Securities
Act of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. This
Current Report on Form 8-K does not constitute an offer of any securities for
sale.
The form
of Purchase Agreement, Series A Warrant, Series B Warrant and Investment
Relations Escrow Agreement are filed with this report as Exhibits 10.1, 10.2,
10.3 and 10.4, respectively, and are incorporated herein by
reference. The foregoing summary of terms is qualified in its
entirety by such agreements.
|
Item 3.02
|
Unregistered Sales of Equity
Securities
|
The
disclosure in Item 1.01 of this report is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
|
Exhibit
|
Description
|
|
|
10.1
|
Form
of Purchase Agreement
|
|
|
10.2
|
Form
of Series A Warrant
|
|
|
10.3
|
Form
of Series B Warrant
|
|
|
10.4
|
|
Investor
Relations Escrow
Agreement
|
SIGNATURE
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.
|
Dated:
January 26, 2010
|
WEIKANG
BIO-TECHNOLOGY GROUP
COMPANY,
INC.
|
|
|
|
|
By:
/s/ Yin Wang
|
|
|
Yin
Wang
|
|
|
Chief
Executive Officer and Chairman of the
|
|
|
Board
|
Exhibit
Index
|
Exhibit
|
Description
|
|
|
10.1
|
Form
of Purchase Agreement
|
|
|
10.2
|
Form
of Series A Warrant
|
|
|
10.3
|
Form
of Series B Warrant
|
|
|
10.4
|
|
Investor
Relations Escrow
Agreement
|