Unassociated Document
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): July 7,
2008
SmartHeat
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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000-53052
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98-0514768
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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A-1, 10,
Street 7
Shenyang
Economic and Technological Development Zone
Shenyang, China
110027
(Address
of principal executive offices; zip code)
Registrant’s
telephone number, including area
code: +86
(24) 2519-7699
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):
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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 Entry into a Material Definitive
Agreement.
On July
7, 2008, SmartHeat Inc. ("SmartHeat" or the "Company") completed a closing of a
private placement offering of Units (as defined below) pursuant to which
SmartHeat sold an aggregate of 1,620,000 Units at an offering price of $3.50 per
Unit for aggregate gross proceeds of approximately $5.67 million. Each "Unit"
consists of one share of SmartHeat's common stock, par value $.001 per share
(the "Common Stock"), and a three year warrant to purchase 15% of one share of
Common Stock at an exercise price of $6.00 per share (the "Warrants"). The Units
sold represent an aggregate of 1,620,000 million shares of Common Stock and
Warrants to purchase 243,000 shares of Common Stock.
Warrants
The
Warrants are immediately exercisable, expire on the third anniversary of their
issuance and entitle their holders, in the aggregate, to purchase up to 243,000
shares of Common Stock at an initial exercise price of $6.00 per
share.
Registration
Rights Agreement
The
Registration Rights Agreement requires that the Company file a registration
statement (“Registration Statement”) covering shares of Common Stock issued to
the investors in the offering (the "Investors") and the shares issuable upon
exercise of the Warrants (the “Registrable Securities”). The Company is required
to file the Registration Statement with the Securities and Exchange Commission
("SEC") within 60 days of the closing of the offering.
The
Registration Statement must be declared effective by the SEC within 180 days of
the final closing of the offering. Subject to certain grace periods, the
Registration Statement must remain effective and available for use until the
Investors can sell all of the securities covered by the Registration Statement
without restriction pursuant to Rule 144. If the Company fails to meet the
filing or effectiveness requirements of the Registration Statement, SmartHeat is
required to pay liquidated damages of 2% of the aggregate purchase price paid by
such Investor for any Registrable Securities then held by such Investor on the
date of such failure and on each anniversary of the date of such failure until
such failure is cured. The Registration Rights Agreement provides for customary
indemnification for the Company and the Investor.
The forms
of Warrant and Registration Rights Agreement are attached as Exhibits 10.13 and
10.14, respectively, to this Current Report on Form 8-K. The above descriptions
are not complete and are qualified in their entirety by reference to the
complete text of those documents, which are incorporated herein by reference.
However, those documents and agreements, including without limitation the
representations and warranties contained in those documents, are not intended as
documents for investors and the public to obtain factual information about the
current state of affairs of the parties to those documents and agreements.
Rather, investors and the public should look to other disclosures contained in
the Company’s reports under the Securities Exchange Act of 1934, as amended
(“Exchange Act”).
Item
3.02. Unregistered
Sales of Equity Securities
On July
7, 2008, SmartHeat completed the closing of a private placement offering of
Units pursuant to which SmartHeat sold an aggregate of 1,620,000 Units at an
offering price of $3.50 per Unit for aggregate gross proceeds of approximately
$5.67 million. Each Unit consists of one share of SmartHeat's Common Stock and a
Warrant to purchase 15% of one share of Common Stock at an exercise price of
$6.00 per share. The details of this transaction are described in
Item 1.01, which is incorporated in its entirety by this reference into this
Item 3.02.
In
addition, SmartHeat compensated three placement agents that assisted in the sale
of Units in this private placement offering by (i) paying them cash equal to
6.5% of the gross proceeds from the sales of Units placed and (ii) issuing them
Warrants to purchase that number of shares of Common Stock equal to 10% of the
Units placed as follows:
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Selected
Finder
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Cash
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Warrants
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Rodman
& Renshaw, LLC
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$ |
23,888 |
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10,500 |
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Maxim
Group LLC
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$ |
104,650 |
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46,000 |
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Four
Tong Investments Ltd.
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$ |
207,025 |
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91,000 |
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The
Warrants granted to these placement agents have the same terms and conditions as
the Warrants granted in the offering.
SmartHeat
anticipates that the net proceeds of this private placement offering will be
used for potential acquisitions, working capital and equipment
upgrades.
The
offering was exempt from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act") pursuant to Section 4(2) of the
Securities Act and Regulation D and Regulation S promulgated by the
SEC.
Item
7.01 Regulation
FD Disclosure.
On July
8, 2008, SmartHeat issued a press release announcing the completion of a closing
of $5.67 million equity financing. SmartHeat’s press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference
herein. This exhibit shall not be deemed “filed” for purposes of Section 18 of
the Exchange Act, or otherwise subject to the liabilities under that Section and
shall not be deemed to be incorporated by reference into any filing of SmartHeat
under the Securities Act or the Exchange Act.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
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Number
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Document
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10.13
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Form
of Warrant.
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10.14
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Form
of Registration Rights Agreement.
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99.1
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Press
Release of SmartHeat Inc. dated July 8,
2008.
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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 hereunto duly
authorized.
Dated: July
11, 2008
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SMARTHEAT
INC. |
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By:
/s/ Jun Wang
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Jun
Wang
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Chief
Executive Officer
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