Attached files
| file | filename |
|---|---|
| EX-4.6 - 6D Global Technologies, Inc | v205629_ex4-6.htm |
| EX-4.5 - 6D Global Technologies, Inc | v205629_ex4-5.htm |
| EX-10.16 - 6D Global Technologies, Inc | v205629_ex10-16.htm |
| EX-10.15 - 6D Global Technologies, Inc | v205629_ex10-15.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): December 13, 2010
CLEANTECH INNOVATIONS,
INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
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000-53511
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98-0516425
|
||
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(State
or other Jurisdiction of
Incorporation)
|
(Commission
File Number)
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(IRS
Employer Identification
No.)
|
|
C
District, Maoshan Industry Park,
Tieling
Economic Development Zone,
Tieling,
Liaoning Province, China
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112616
|
|
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (86)
0410-6129922
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)
¨ 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
On
December 13, 2010, CleanTech Innovations, Inc. (the “Company”) completed a
closing of US $20,000,000 in a combination of equity and debt offerings through
accredited institutional investors. In a private placement of equity (the
“Offering”), the Company sold 2,500,000 Units (as defined below) at an offering
price of $4.00 per Unit for $10,000,000. The “Units” sold consist of one share
of our common stock, par value $.00001 per share (the “Common Stock”), and a
warrant to purchase, in the aggregate, 1,687,500 shares of Common Stock at an
exercise price of $4.00 per share (the “Warrants”). The Warrants are immediately
exercisable and expire on the fifth anniversary of their issuance. The
purchasers of the Units received registration rights pursuant to a Registration
Rights Agreement requiring the Company to file a registration statement within
14 days of the closing of the Offering for the registration of the shares of
Common Stock issued in the Offering and the shares of Common Stock issuable upon
exercise of the Warrants. The foregoing descriptions are not complete and are
qualified in their entirety by reference to the full text of the forms of the
Warrant and Registration Rights Agreement attached hereto as Exhibits 4.5 and
4.6, respectively.
The
purchasers of the Units have entered into share lockup agreements with the
Company, pursuant to which they have agreed not to sell any of their shares of
Common Stock for a period of three months from the date we file a registration
statement registering the shares of Common Stock issued in the Offering and
shares of Common Stock that may be issued upon exercise of the
Warrants.
Concurrently
with the foregoing Offering, on December 13, 2010, the Company entered into a
long-term loan agreement pursuant to a Loan Agreement (the “Loan Agreement”)
with NYGG (Asia), Ltd. (the “Lender”) in the amount of $10,000,000. Under the
terms of the Loan Agreement, we agreed to an annual interest rate of 10% payable
quarterly beginning on completion of the debt financing. The principal amount
and any unpaid interest accrued thereon is due on March 1, 2012 (the “Maturity
Date”). The Lender may demand payment of the outstanding principal and interest
at any time (i) if our quarterly interest payments are late for more than 5 days
from any interest payment due date; (ii) if and after we complete any financing
of at least $10,000,000 in one or a series of transactions, excluding the
current equity Offering, prior to the Maturity Date; or (iii) in the event of a
change of control or upon material organic changes to the Company. The terms of
any subsequent financing or material change to the Company is subject to
Lender’s consent. The loan is evidenced by the Loan Agreement and a 10%
Promissory Note (the “Note”) in the amount of $10,000,000. The foregoing
descriptions of the Loan Agreement and Note are qualified in their entirety by
reference to the full text of those documents attached hereto as Exhibits 10.15
and 10.16, respectively.
We issued
the securities in the Offering and the Note pursuant to exemptions from
registration under Regulation S promulgated under the Securities Act of 1933, as
amended (the “Securities Act”). The securities issued in the Offering have not
been registered under the Securities Act, or any state securities laws, and
unless so registered, may not be sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities
laws.
For its
assistance in the Offering, we paid a one-time fee of $1,000,000 to a placement
agent and warrants to purchase 300,000 shares of Common Stock under the same
terms as the Warrants issued in the Offering. We also paid the placement agent a
one-time fee of $100,000 for its assistance in arranging the loan.
We will
use the net proceeds of the financing to retire short-term debt obligations,
provide necessary growth capital in time to fund the manufacturing of
significant wind tower supply contracts already received, participate in new
wind tower contract bids and fulfill a significant amount of new wind tower
contracts we anticipate receiving in December 2010 and early 2011 from some of
China’s largest state-owned utilities.
The
Newman Law Firm, PLLC, New York, New York, acted as corporate and securities
counsel for the Company in connection with this Offering. Orrick, Herrington
& Sutcliffe LLP, New York, New York, acted as counsel for the placement
agent in connection with this Offering.
Item
2.03 Creation of a Direct Financial Obligation
The
information set forth under Item 1.01 of this Current Report is incorporated
herein by reference.
Item
3.02 Unregistered Sales of Equity Securities
The
information set forth under Item 1.01 of this Current Report is incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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Exhibit No.
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Description
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4.5
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Form
of Warrant
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4.6
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Form
of Registration Rights Agreement
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10.15
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Loan
Agreement between NYGG (Asia), Ltd. and CleanTech Innovations, Inc., dated
December 13, 2010
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10.16
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10%
Promissory Note, dated December 13,
2010
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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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CLEANTECH
INNOVATIONS, INC.
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(Registrant)
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Date:
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December
16, 2010
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By:
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/s/
Bei Lu
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Name:
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Bei
Lu
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Title:
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Chief
Executive Officer
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