Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - SINOHUB, INC. | ex99_1.htm |
| EX-10.2 - FORM OF LOCK-UP AGREEMENT - SINOHUB, INC. | ex10_2.htm |
| EX-10.1 - AMENDMENT TO SECURITIES PURCHASE AGREEMENT - SINOHUB, INC. | ex10_1.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)
March
2, 2010
|
SINOHUB,
INC.
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
000-52746
|
87-0438200
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
6/F,
Building 51, Road 5, Qiongyu Road,
Technology
Park
Nanshan
District
Shenzhen,
China
|
518057
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
86
755 26612106
|
Registrant's
Telephone Number, Including Area Code
|
(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:
|
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 March
2, 2010, SinoHub, Inc. (the "Company")conducted the closing of its private
placement of securities pursuant to a Securities Purchase Agreement, dated as of
February 24, 2010, as amended by a certain Amendment to Securities Purchase
Agreement (the “Amendment”) dated as of February 26, 2010 (as so amended, the
“Purchase Agreement”) with certain accredited investors named therein (the
“Investors”) pursuant to which the Investors agreed to purchase
(i) an aggregate of 1,633,334 shares (the “Shares”) of Common Stock of the
Company (“Common Stock”) and (ii) warrants to purchase an aggregate of 816,670
shares of Common Stock at an exercise price of $3.25 per share (the
“Warrants”). (Pursuant to the Amendment the Securities Purchase
Agreement was amended to increase the aggregate amount of the securities to be
sold thereunder from approximately $4.1 million to $4.9 million.) As
required by the Purchase Agreement, at the closing, SinoHub entered
into a Registration Rights Agreement pursuant to which it will be required to
register with the United States Securities and Exchange Commission (“SEC”) such
Shares and the shares of common Stock underlying the Warrants (the “Warrant
Shares”). The Warrants provide that in the event that the Shares and the Warrant
Shares are not timely registered as required thereby (with certain limited
exceptions), the number of shares issuable upon exercise of the Warrants, at the
exercise price of $3.25 per share, is subject to upward adjustment by twenty
percent, which could result in the Warrants becoming exercisable for an
additional 163,332 Warrant Shares in the aggregate. The Company received
$4,900,002 in gross proceeds from the sale of securities under the
Purchase Agreement.
The
Shares have been approved for listing on the NYSE Amex.
Canaccord
Adams Inc. (“Canaccord”) acted as placement agent with respect to the offering
and will receive a cash fee of $294,000 (equal to 6% of the gross proceeds of
the offering).
Under the
terms of the Purchase Agreement, the Company entered into a Registration Rights
Agreement with each of the Investors at the closing. The Registration Rights
Agreement requires the Company to file with the SEC a registration statement to
cover the resale of the Shares and the Warrant Shares no later than five
business days after 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 Shares for any reason (with certain limited exceptions), then, in
addition to the increase in the Warrant Shares, 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 Warrant Shares may not be sold without
restriction under Rule 144 promulgated under the Securities Act of 1933, as
amended (the “Securities Act”). The Warrants also provide the holder with
certain “weighted average” 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.
As
provided in the Purchase Agreement, at the closing Henry T. Cochran and Lei Xia,
respectively the CEO and President of the Company, entered into lock-up
agreements pursuant to which they have each agreed that, without the prior
written consent of Canaccord, they will not transfer or dispose of any shares of
Common Stock or enter into any swap or other arrangement that transfers any
economic consequences of ownership of Common Stock prior to the effective date
of a registration statement covering the resale of the Shares and the Warrant
Shares and not to engage in any of the preceding activities with respect to 50%
of the shares of Common Stock held by such persons for a period of 45 days
following the effective date of such registration statement. The form
of the lock-up agreements is filed
with this report as Exhibit 10.2.
General
Information
The
foregoing is not a complete summary of the terms of the transactions
contemplated by the Purchase Agreement and reference is made to the complete
text of the Purchase Agreement, Registration Rights Agreement and Form of
Warrant filed as Exhibits 10.1, 10.2 and 10.3, respectively, to the Company’s
Current Report on Form 8-K filed with the SEC on February24, 2010, and the
Amendment filed as Exhibit 10.1 to this Current Report on Form
8-K.
2
A press
release issued by the Company in connection with the closing of the private
placement 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 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.
The
Shares and Warrants described were 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
relied 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.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
See the Exhibit Index attached
hereto.
3
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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|||
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Date: March
3, 2010
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By:
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/s/
Henry T. Cochran
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|
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Henry
T. Cochran
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|||
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Chief
Executive Officer
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4
Exhibit Index
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Exhibit
No.
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Description
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|
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10.1
|
Amendment
to Securities Purchase Agreement dated February 26, 2010, among SinoHub, Inc. and the Investors and
Additional Investors named therein
|
|
| 10.2 |
Form
of Lock-Up Agreement dated March 2, 2010 between Canaccord Adams Inc. and
each of Henry T. Cochran and Lei Xia.
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|
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99.1
|
Press
Release
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5