Attached files
| file | filename |
|---|---|
| EX-4.1 - EXHIBIT 4.1 - Rodobo International Inc | ex4x1.htm |
| EX-10.2 - EXHIBIT 10.2 - Rodobo International Inc | ex10x2.htm |
| EX-10.1 - EXHIBIT 10.1 - Rodobo International Inc | ex10x1.htm |
| EX-99.1 - EXHIBIT 99.1 - Rodobo International Inc | ex99x1.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): June 17, 2010
RODOBO
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-50340
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75-2980786
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||
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
Number)
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380
Changjiang Road, Nangang District,
Harbin,
PRC, 150001
(Address
of principal executive offices)
Registrant’s
telephone number, including area code:
011-86-451-82260522
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
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On June 17,
2010, Rodobo International, Inc. (the “Company”) entered into a Securities
Purchase Agreement (the “Purchase Agreement”) with various accredited investors
(the “Purchasers”), pursuant to which the Company agreed to sell to the
Purchasers an aggregate of 1,111,112 shares (“Shares”) of the
Company’s common stock, par value $0.0001 per share (“Common Stock”), and Common
Stock Purchase Warrants (the “Warrants”) to purchase an aggregate of
555,556 shares of
Common Stock, for an aggregate purchase price of $3,000,000 (the “Transaction”).
After related fees and expenses, the Company will receive net proceeds totaling
approximately $2,650,000. The Company intends to use the proceeds of the
Transaction for general corporate purposes, which may include working capital,
capital expenditures, acquisitions of new businesses and
investments.
The Shares
are being sold at a price of $2.70 per share, and the Warrants will have an
exercise price of $3.50 per share, subject to customary future adjustment
for certain events, such as stock dividends and splits. The Warrants are
exercisable at any time following issuance and expire on June 17,
2015.
For its
services as lead placement agent, Rodman & Renshaw, LLC (“Rodman”) will
receive cash compensation in the amount of approximately $144,000 and warrants
to purchase 53,333 shares of Common Stock
(“Placement Warrants”) on the same terms as the Warrants. FT Global
Capital, Inc. served as the Company’s co-placement agent for the
transaction and will receive cash compensation in the amount of approximately
$36,000 and 13,333 Placement
Warrants.
Also in
connection with the Transaction and pursuant to a registration rights agreement
entered into between the Company and each of the Purchasers (the
“Registration Rights Agreement”), the Company has agreed to file a resale
registration statement (the “Registration Statement”) with the Securities and
Exchange Commission covering the Shares and the shares of Common Stock issuable
upon exercise of the Warrants and the Placement Warrants, within 30 calendar
days of June 17, 2010, being the date of the Registration Rights
Agreement. The Company is obligated to maintain the effectiveness of the
Registration Statement until all securities therein are sold or otherwise can be
sold pursuant to Rule 144, without any restrictions.
The Purchase
Agreement, the Registration Rights Agreement and the form of Warrant are
attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 4.1,
respectively. The description of the Transaction above is qualified
in its entirety by reference to the documents attached hereto as Exhibit 10.1,
Exhibit 10.2 and Exhibit 4.1, which are incorporated herein by
reference.
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ITEM 3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES.
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The
information contained in Item 1.01 is hereby incorporated by reference. The
Shares and the Warrants are being sold in transactions exempt from registration
under the Securities Act of 1933, in reliance on Section 4(2) thereof and Rule
506 of Regulation D thereunder. Each Purchaser represented that it was an
“accredited investor” as defined in Regulation D.
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ITEM 7.01
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REGULATION
FD DISCLOSURE.
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On June 18,
2010, the Company issued the press release furnished herewith as Exhibit
99.1.
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ITEM 9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(d)
Exhibits.
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Exhibit No.
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Description
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| 4.1 | ||
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SIGNATURE
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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Rodobo
International, Inc.
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By:
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/s/ Yanbin Wang | |
| Name: | Yanbin Wang | ||
| Title: | Chairman and Chief Executive Officer | ||
Dated:
June 23, 2010