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EX-10.1 - AGREEMENT TO CONVERT DEBT INTO EQUITY - CHINA ELECTRIC MOTOR, INC. | v173459_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): February 2, 2010
China
Electric Motor, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
|
000-53017
|
26-1357787
|
(State
or Other Jurisdiction
|
Commission
File Number)
|
(IRS
Employer Identification No.)
|
of
Incorporation)
|
Sunna Motor Industry Park,
Jian’an, Fuyong Hi-Tech Park, Baoan District, Shenzhen, Guangdong,
China
(Address,
including zip code, off principal executive offices)
Registrant’s
telephone number, including area code 86-0755-8149969
________________________________________________________________________
(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 (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
On
February 2, 2010, China Electric Motor, Inc. (the “Company”) entered into an
Agreement to Convert Debt into Equity with Jianrong Li (the “Agreement”)
pursuant to which Ms. Li agreed to convert $1,281,794 of outstanding debt the
Company owes to Ms. Li into 284,843 shares of the Company’s common stock upon
the closing of the Company’s public offering, based on a conversion price of
$4.50 per share. After giving effect to the conversion, the debt will
no longer be outstanding and will be extinguished.
Item 3.02.
Unregistered Sales of Equity Securities.
On
February 3, 2010, pursuant to the terms of the Agreement and upon the closing of
the Company’s public offering, the Company issued the 284,843 shares of common
stock to Ms. Li. All of the securities were offered and issued in reliance upon
an exemption from registration pursuant to Regulation S of the Securities Act of
1933, as amended (the “Securities Act”). The Company complied with the
conditions of Rule 903 as promulgated under the Securities Act including, but
not limited to, the following: (i) the recipient of the shares is a non-U.S.
resident and has not offered or sold his shares in accordance with the
provisions of Regulation S; (ii) an appropriate legend was affixed to the
securities issued in accordance with Regulation S; (iii) the recipient of the
shares has represented that he was not acquiring the securities for the account
or benefit of a U.S. person; and (iv) the recipient of the shares agreed to
resell the securities only in accordance with the provisions of Regulation S,
pursuant to a registration statement under the Securities Act, or pursuant to an
available exemption from registration. The Company will refuse to register any
transfer of the shares not made in accordance with Regulation S, after
registration, or under an exemption.
Item 9.01. Financial Statements
and Exhibits
(d) Exhibits
Description
of Exhibit
|
||
10.1
|
Agreement
to Convert Debt into Equity dated February 2, 2010, by and between the
Company and Jianrong Li.
|
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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.
CHINA
ELECTRIC MOTOR, INC.
Date:
February 6, 2010
By:
/s/ Yue
Wang
Name:
Yue Wang
Title:
Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
of Exhibit
|
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10.1
|
Agreement
to Convert Debt into Equity dated February 2, 2010, by and between the
Company and Jianrong Li.
|
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