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
report (Date of earliest event reported)
February
24, 2010
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SINOHUB,
INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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000-52746
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87-0438200
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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6/F,
Building 51, Road 5, Qiongyu Road,
Technology
Park
Nanshan
District
Shenzhen,
China
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518057
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(Address
of Principal Executive Offices)
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(Zip
Code)
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86
755 26612106
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Registrant's
Telephone Number, Including Area Code
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(Former
name or former address, if changed since last
report)
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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 (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On
February 24, 2010, SinoHub, Inc. (the "Company"), entered into a Securities
Purchase Agreement (the “Purchase Agreement”) with certain accredited investors
named therein (the “Investors”) pursuant to which the Investors have
agreed to purchase (i) an aggregate of 1,366,667 shares (the “Shares”) of Common
Stock of the Company (“Common Stock”) and (ii) warrants to purchase an aggregate
of 683,336 shares of Common Stock at an exercise price of $3.25 per share (the
“Warrants”). It is anticipated that the Company will receive
$4,100,001 in gross proceeds from the offering under the Purchase
Agreement.
The
closing of the offering is contingent on, among other things, the Investor
Shares having been approved for listing on the NYSE Amex (subject to official
notice of issuance).
The
Purchase Agreement may be terminated (a) by consent of the parties or
(b) by the Company or any Investor (with respect to itself only) if the
closing has not occurred by March 5, 2010 or any of the conditions to closing
are not met or waived by the appropriate party. Because the closing is subject
to various conditions, there can be no assurance that the closing will
occur.
Canaccord
Adams Inc. (“Canaccord”) acted as placement agent with respect to the offering
and will receive a cash fee of $246,000 (equal to 6% of the gross proceeds of
the offering).
Under the
terms of the Purchase Agreement, the Company is obligated to enter into a
Registration Rights Agreement with each of the Investors no later than the
closing of the sale of the Shares. The Registration Rights Agreement will
require the Company to file with the SEC a registration statement to cover the
resale of the Shares and the shares of common stock underlying the Warrants
covered by the Registration Rights Agreement no later than five business days of
the closing of the sale of the Shares and Warrants. If such registration
statement is not filed with the SEC on a timely basis, is not declared effective
within the time periods specified in the Registration Rights Agreement or, after
having been declared effective, is not available for sales of the Investor
Shares for any reason (with certain limited exceptions), then the Company is
required to pay the Investors, as liquidated damages, monetary penalties of 1.0%
of the amount invested for each 30-day period (or pro rata portion up to a
maximum penalty of 4% of the amount invested.
The
Warrants issued may be exercised, at the option of the holder, by cash payment
of the exercise price or by “cashless exercise” (in which case the Company will
not receive additional proceeds) if after six months from the date of original
issuance a registration statement permitting the Investors to resell the warrant
shares is not then effective or the prospectus is not then available for the
resale of the warrant shares and the shares may not be sold without restriction
under Rule 144 promulgated under the Securities Act of 1933, as amended (the
“Securities Act”). The
Warrants provide that if the registration statement covering the resale of the
Shares and Warrant Shares is not filed or declared effective in a timely
fashion, the number of shares of Common Stock issuable upon excercise of
the Warrants will increase by 20%. The Warrants also provide the
holder with anti-dilution price protection.
Other
than their relationship as a result of the Purchase Agreement, Registration
Rights Agreement and Warrants, there is no material relationship between the
Company and any of the Investors.
General
Information
The
foregoing is not a complete summary of the terms of the Offering and reference
is made to the complete text of the Purchase Agreement, Registration Rights
Agreement and Form of Warrant attached hereto as Exhibits 10.1, 10.2 and 10.3,
respectively.
A press
release issued by the Company in connection with these proposed private
placements is filed with this report as Exhibit 99.1.
This
Current Report on Form 8-K does not constitute an offer of any securities for
sale. The securities to be sold pursuant to the Purchase Agreement have not been
registered under the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.
Item
3.02. Unregistered Sales of Equity Securities.
The
information contained in Item 1.01 above is incorporated by reference in
response to this Item 3.02.
2
The
Shares and Warrants described above are being offered and sold solely to
“accredited investors” in reliance on the exemption from registration afforded
by Rule 506 of Regulation D promulgated under Section 4(2) of the Securities
Act. In connection with the sale of these securities, the Company
will rely on each of the Investors' written representations that it was an
"accredited investor" as defined in Rule 501(a) of Regulation D. In
addition, neither the Company nor anyone acting on its behalf has offered or
sold these securities by any form of general solicitation or general
advertising.
(d)
Exhibits.
See the Exhibit Index attached
hereto.
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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 THEREUNTO
DULY AUTHORIZED.
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SINOHUB,
INC.
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Date: February
24, 2010
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By:
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/s/
Henry T. Cochran
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Henry
T. Cochran
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Chief
Executive Officer
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Exhibit Index
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Exhibit
No.
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Description
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10.1
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Securities
Purchase Agreement dated February 24, 2010,
among SinoHub, Inc. and the Investors named
therein
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10.2
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Form
of Registration Rights Agreement
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10.3
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Form
of Warrant
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99.1
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Press
Release
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