Attached files
| file | filename |
|---|---|
| EX-10.5 - Balincan USA, Inc. | v179370_ex10-5.htm |
| EX-10.2 - Balincan USA, Inc. | v179370_ex10-2.htm |
| EX-10.4 - Balincan USA, Inc. | v179370_ex10-4.htm |
| EX-10.1 - Balincan USA, Inc. | v179370_ex10-1.htm |
| EX-10.3 - Balincan USA, Inc. | v179370_ex10-3.htm |
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 29, 2010
MOQIZONE
HOLDING CORPORATION
(Exact
name of registrant as specified in Charter)
|
Delaware
|
0-23000
|
95-4217605
|
|
(State
or other jurisdiction of
incorporation
or
organization)
|
(Commission
File No.)
|
(IRS
Employee
Identification
No.)
|
7A-D Hong
Kong Industrial Building, 444-452 Des Voeux Road West, Hong Kong
(Address
of principal executive offices)
Registrant’s
telephone number, including area code:
(949)
903-0468
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):
¨
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.
Item
3.02 Unregistered
Sales of Equity Securities.
Item
9.01 Financial Statements and Exhibits.
We
completed a private equity financing of $1,956,000 on March 29, 2010, with 7
accredited investors. Net proceeds from the offering, are
approximately $1,760,400. Pursuant to the financing, we issued, for
$1,956,000, a total of
869,333 units of our securities at $2.25 per
unit. Each Unit consists
of (i) one (1) share of the
Company’s Series C Convertible Preferred Stock, par value $0.001 per
share (the “Preferred
Shares”), convertible into one share of the Company’s common stock, par
value $0.001 per share (the “Common Stock”), and
(ii) a Series C Warrant (the “Series C Warrant”)
and Series D Warrant (the “Series D Warrant”),
collectively the “Warrants”), with the
total amount of Warrants of each Series exercisable to purchase that number of shares of Common Stock as shall be equal to fifty percent (50%) of the
number of Units purchased in the Offering. Each of the Warrants has a
term of three (3) years.
In
connection with this financing, we paid cash compensation to a placement agent
in the amount of $195,600.00. Additionally, in connection with this
financing, we granted warrants to purchase up to 86,933 shares of common stock,
Series C Warrants to purchase up to 43,467 shares of common stock and Series D
Warrants to purchase 43,467 shares of common stock to the placement agent or its
designees. These warrants have the same terms as the warrants issued
to Investors that are included in the Units.
In
connection with the Financing, we also entered into a Registration Rights
Agreement with the Investors (the “Investor RRA”). Under the Investor
RRA, the Company is required to prepare and file a registration statement for
the resale of the Common Stock and the Common Stock underlying the Warrants and
to use its best efforts to cause, and to maintain, the effectiveness of the
registration statement. The Company is subject to certain monetary
obligations if, among other reasons, the Company fails to file the registration
statement with the SEC within 45 days of the date of the Registration Rights
Agreement or the registration statement is not declared effective by the SEC
within 150 days (180 days if the registration statement gets reviewed by the
SEC) from the date of the Registration Rights Agreement. The
obligations are payments in an amount equal to 2% of the aggregate amount
invested by such Investor (based upon the number of Registrable Securities then
owned by such Investor) for each 30 day period or any portion thereof following
the date by which such Registration Statement should have been effective, up to
a maximum amount of 10%. Furthermore, in the event that the
Registration Statement is not effective in the timeframe stated in the RRA, the
warrants contain a “cashless” exercise provisions.
The
foregoing information has been disclosed herein as it is material to the private
equity financing and should not be construed as an offer to sell or solicitation
of an offer to buy our securities. The private equity financing
described herein was made pursuant to the exemption from the registration
provisions of the Securities Act of 1933, as amended, provided by Sections
3(a)(9) and 4(2) of the Securities Act and Rule 506 of Regulation D promulgated
thereunder. The securities issued 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.
-1-
The
foregoing information has been disclosed herein as it is material to the
Financings and should not be construed as an offer to sell or solicitation of an
offer to buy our securities.
Recent
Sales of Unregistered Securities.
Reference
is made to the disclosures set forth above. We believe that all of the sales of
such unregistered securities were and will be exempt from the registration
requirements of the Securities Act of 1933, as amended, by virtue of Section
4(2) of the Securities Act, Rule 506 of Regulation D and/or Regulation S as
promulgated by the SEC.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
|
|
(a)
|
Not
applicable.
|
|
|
(b)
|
Not
applicable.
|
|
|
(c)
|
Exhibits
|
See the Exhibit Index hereto, which is
incorporated by reference herein.
-2-
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.
|
MOQIZONE
HOLDINGS CORP.
|
|
|
(Registrant)
|
|
|
By:
|
|
|
Name: Lawrence
Cheung
|
|
|
Title: Chief Executive
Officer
|
|
Date: March
30, 2010
-3-
EXHIBIT
INDEX
|
10.1
|
Form
of Securities Purchase Agreement dated March 29, 2010
|
|
10.2
|
Form
of Registration Rights Agreement dated March 29, 2010
|
|
10.3
|
Form
of Series C Certificate of Designation
|
|
10.4
|
Form
of Series C Warrant
|
|
10.5
|
Form
of Series D Warrant
|
-4-