SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
May 11, 2012 (May 8, 2012)
Bohai Pharmaceuticals Group, Inc.
(Exact name of registrant as specified in
|(State or other jurisdiction
c/o Yantai Bohai Pharmaceuticals Group
No. 9 Daxin Road, Zhifu District
Yantai, Shandong Province, China 264000
(Address of principal executive offices)
Registrant’s telephone number, including area code: +86(535)-685-7928
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation to 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
On April 3, 2012, Bohai Pharmaceuticals
Group, Inc. (the “Company”) announced via a Current Report on Form 8-K that it was in active discussions with Euro
Pacific Capital, Inc. (“Euro Pacific”) to (i) extend the maturity date of the Company’s two-year 8% convertible
notes, as amended (the “Notes”), in the original aggregate principal amount of $12 million, from April 5, 2012 to October
5, 2012 (such extra six month period, the “Second Extended Period”); and (ii) maintain the interest rate on the Notes
as an annual rate of 12% (or 6% for the Second Extended Period) (such amendments to the Note, the “Second Amendment”).
The Notes were issued in a financing completed by the Company in January 2010 for which Euro Pacific acted as placement agent.
Euro Pacific also acts as representative of the Note holders.
In its April 3, 2012 announcement, the Company
disclosed that to demonstrate the Company’s efforts to repay the Notes, the Company expected to repay 10% of the $10.45 million
then due under the Notes by April 13, 2012 (the “Repayment”). In addition, as part of the contemplated Second Amendment,
the Company was expected to establish an RMB denominated escrow account in China and to deposit into such escrow account the remaining
outstanding amount of the Notes, which the Company will have no right to dispose of or use except for (i) conversion into US Dollars
for the purpose of repayment of the Notes or (ii) releases from such Escrow Account from time to time in amounts equal to the decreases
in the outstanding amount of the Notes, either by payments made by the Company or conversion of the Notes by Note holders.
of the Company’s goals disclosed in its April 3, 2012 announcement, on May 8, 2012, a Three Parties Fund Escrow Agreement
(“Escrow Agreement”) was entered into among Yantai Shencaojishi Pharmaceuticals Co., Ltd., the wholly-owned subsidiary
of the Company (“Yantai Shencaojishi”), Euro Pacific and Rural Credit Cooperative of Laishan District, Yantai City
(the “Bank”). Pursuant to the Escrow Agreement, an RMB-denominated escrow account (the “Escrow Account”)
was established with Bank and RMB 59 million (approximately $9.4 million) was deposited by Yantai Shencaojishi into the Escrow
Account. On May 9, 2012, a Supplemental Agreement to the Escrow Agreement with details of the Escrow Account was entered into by
the Company, Euro Pacific and the Bank. Copies of the Escrow Agreement and the Supplemental Agreement to the Escrow Agreement were
attached hereto as Exhibits 10.1 and 10.2, respectively. The Escrow Agreement provides that the Escrow Account will be managed
by both the Company and Euro Pacific and that withdrawal of cash from the Escrow Account cannot be done without prior written consent
from both the Company and Euro Pacific. The description of the Escrow Agreement and its Supplemental Agreement is qualified
in its entirety by reference to Exhibits 10.1 and 10.2.
As of the date of this Current Report of
Form 8-K, the Repayment is being processed and the Company expects to repay a portion of the Repayment by May 15, 2012 in the amount
of approximately $314,000, which is equivalent to the amount of the first quarter 2012 interest payment on the Notes (calculated
based on an annual rate of 12% as discussed above). In addition, the Company will make its best efforts to repay the reminder of
the Repayment in the amount of approximately $731,000 as soon as possible but no later than June 30, 2012.
After the first payment of $314,000 described
above is distributed to Note holders, the Company is expected to enter into the Second Amendment with Euro Pacific. A provision
will be included in the Second Amendment that the Second Extended Period will automatically expire on June 30, 2012 and the outstanding
balance of the Notes will become immediately due and payable if the reminder of the Repayment is not received and distributed to
Note holders on June 30, 2012.
Item 9.01. Financial Statements and Exhibits.
|10.1||Three Parties Fund Escrow Agreement, dated May 8, 2012, by and among Yantai Shencaojishi, Euro Pacific and Rural Credit Cooperative
of Laishan District, Yantai City (Unofficial English Translation and Original Chinese Version).|
|10.2||Supplemental Agreement to Three Parties Fund Escrow Agreement, dated May 9, 2012, by and among Yantai Shencaojishi, Euro
Pacific and Rural Credit Cooperative of Laishan District, Yantai City (Unofficial English Translation and Original Chinese
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|May 11, 2012
||Bohai Pharmaceuticals Group, Inc.|
||/s/ Hong Wei Qu|
||Name: Hong Wei Qu|
||Title: Chief Executive Officer|