Attached files
| file | filename |
|---|---|
| EX-10.5 - Balincan USA, Inc. | v195511_ex10-5.htm |
| EX-10.4 - Balincan USA, Inc. | v195511_ex10-4.htm |
| EX-10.1 - Balincan USA, Inc. | v195511_ex10-1.htm |
| EX-10.2 - Balincan USA, Inc. | v195511_ex10-2.htm |
| EX-10.3 - Balincan USA, Inc. | v195511_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): September
1, 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:
852
34434384
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):
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.
We
completed the initial closing of a private equity financing of approximately
$247,000 on August 27, 2010 with 2 accredited investors pursuant to a Securities
Purchase Agreement. Net proceeds from the offering, are approximately
$207,000. Pursuant to the financing, we issued a total of 11 units of our securities at $22,500 per
unit. Each
Unit consists of (i) an 8% Convertible Note, convertible into shares of the
Common Stock, (ii) a Series E Warrant, and (iii) a Series F Warrant, each such warrant gives
the holder the right to purchase up to that number of shares of our common stock
as shall be equal to fifty percent (50%) of the
number of shares of common stock underlying the Convertible
Note. 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 $24,650. We also issued, to the placement agent or
its designees, in connection with this financing, warrants to purchase up to
that number of shares of our common stock as shall be equal to ten percent (10%)
of the total number of shares underlying the Units. 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 underlying the Convertible Notes and 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 final closing, which
shall not be after October 31, 2010 or if 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 the registration statement is
filed. 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 in the event that
there is not an effective registration statement.
A copy of the Form of Securities
Purchase Agreement, Form of Note, Form of Warrant and Form of Registration Rights Agreement are
incorporated herein by reference as Exhibits 10.1, 10.2, 10.3, 10.4 and 105,
respectively. The description of the transactions contemplated by
such agreements set forth herein do not purport to be complete and is
qualified in its entirety by reference to the
full text of the exhibits filed herewith and incorporated herein by
reference.
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-
Item
3.02 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: |
/s/ Lawrence Cheung
|
|
|||
|
Name: Lawrence
Cheung
|
|
||||
|
Title: Chief
Executive Officer
|
|
Date:
September 1, 2010
-3-
EXHIBIT
INDEX
|
10.1
|
Form
of Securities Purchase Agreement
|
|
10.2
|
Form
of Registration Rights Agreement
|
|
10.3
|
Form
of Convertible Note
|
|
10.4
|
Form
of Series C Warrant
|
|
10.5
|
Form
of Series D Warrant
|
-4-