UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO.: 0-52940
Date of Report: June 10, 2010
AMERICAN NANO SILICON TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| California | 33-0726410 |
| State of other jurisdiction of incorporation or organization |
IRS Employer Identification No. |
| 100 Wall Street – 15th Floor, New York, NY | 10005 |
| Address of principal executive offices |
Zip Code |
212-232-0120
(Registrant’s telephone number including area code)
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)
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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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□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 3.02 |
Unregistered Sale of Equity Securities |
On March 26, 2010 American Nano Silicon Technologies entered into a Stock Purchase Agreement with three accredited institutional funds and an accredited investor. The Stock Purchase Agreement provided the investors the right, exercisable during the succeeding four months, to purchase 2,100,000 shares of common stock and 2,000,000
Series B Warrants for $1,000,000. On June 10, 2010 the investors exercised that right and paid the $1,000,000 purchase price.
The Stock Purchase Agreement also provided that if the net income (before non-cash items) of American Nano Silicon Technologies for the year ended September 30, 2010 is less than $4 million or if the net income (before non-cash items) of American Nano Silicon Technologies for the year ended September 30, 2011 is less than $5 million, then
American Nano Silicon Technologies will issue additional common stock to the investors in order to reduce their per share purchase price in proportion to the shortfall in net income. The Stock Purchase Agreement also contains certain affirmative and negative covenants by American Nano Silicon Technologies regarding the operations of the Company and restricting future financing transactions.
The Series B Warrants will permit the holders, during the next three years, to purchase up to 2,000,000 shares of common stock from American Nano Silicon Technologies for a price of $1.50 per share. Cashless exercise is permitted only if there is no effective registration statement
permitting resale of the common shares underlying the Series B Warrants.
The sale of the securities was exempt from registration with the Securities and Exchange Commission pursuant to Rule 506, by reason of the fact that there was no general solicitation in connection with the offering, and the fact that the purchasers were accredited investors with sufficient knowledge
and experience to be capable of evaluating the merits and risks of the investment, who were purchasing for investment for their own accounts.
Item 9.01 Financial Statements and Exhibits
Exhibits
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10-a |
Stock Purchase Agreement dated March 19, 2010 among American Nano Silicon Technologies, Inc. and certain Investors - filed as an exhibit to the Current Report on Form 8-K filed on March 29, 2010, and incorporated herein by reference. |
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10-b |
Form of Common Stock Purchase Warrant “B” issued on March 26, 2010 - filed as an exhibit to the Current Report on Form 8-K filed on March 29, 2010, and incorporated herein by reference. |
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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.
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American Nano Silicon Technologies, Inc. |
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Dated: June 14, 2010 |
By: /s/ Pu Fachun |
| Pu Fachun | |
| Chief Executive Officer |
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