Attached files
| file | filename |
|---|---|
| EX-99.1 - China Green Agriculture, Inc. | v167391_ex99-1.htm |
| EX-10.1 - China Green Agriculture, Inc. | v167391_ex10-1.htm |
| EX-10.2 - China Green Agriculture, Inc. | v167391_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): November 23,
2009
CHINA
GREEN AGRICULTURE, INC.
(Exact
name of Registrant as specified in charter)
|
Nevada
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000-18606
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36-3526027
|
||
|
(State
or other jurisdiction
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(Commission
File No.)
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(IRS
Employer
|
||
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of
Incorporation)
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|
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Identification
No.)
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3rd Floor,
Borough A, Block A.
No.181
South Taibai Road
Xi’an,
Shaanxi Province
People’s Republic of China 710065
(Address
of principal executive offices) (Zip
Code)
Registrant's
telephone number, including area code: (011)-86-29-88266368
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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Written
communications pursuant to Rule 425 under the Securities Act
(17CFR230.425)
|
|
¨
|
Soliciting
material pursuant to Rule14a-12 under the Exchange Act
(17CFR240.14a-12)
|
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On November 23, 2009, China Green
Agriculture, Inc. (the “Company”) entered into a Placement Agency Agreement with
Rodman & Renshaw, LLC, as placement agent (the “Placement Agent”), relating
to the proposed registered direct offering (the “Offering”) of 1,282,052 shares
(the “Shares”) of the common stock, par value $0.001 per share, of the Company
(“Common Stock”). The Company also granted to the Placement Agent an
option for a period of 30 days from the date hereof to solicit offers and place
up to 320,512 additional shares of Common Stock. In connection with
the Offering, on November 23, 2009, the Company also entered into Securities
Purchase Agreements with certain investors whereby the investors agreed to
purchase all of the Shares for a negotiated price of $15.60 per
share.
A copy of the Placement Agency
Agreement and the form of Securities Purchase Agreement are filed as
Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K,
and are incorporated herein by reference. The foregoing description of the
material terms of the Placement Agency Agreement and the form of Securities
Purchase Agreement does not purport to be a complete description of the rights
and obligations of the parties under such agreements and is qualified in its
entirety by reference to such exhibits.
The closing of the Offering is expected
to take place on or about November 25, 2009, subject to the satisfaction of
customary closing conditions.
The Shares are being offered and sold
pursuant to a prospectus dated June 12, 2009 and a prospectus supplement dated
November 23, 2009, pursuant to the Company’s previously effective shelf
registration statement on Form S-3 (Registration No. 333-159842) and the
registration statement on Form S-3 filed on November 23, 2009 pursuant to
Rule 462(b) under the Securities Act of 1933, as amended.
The Company estimates that the net
proceeds from the sale of the Shares, after deducting the fees of the Placement
Agent and other offering expenses, will be approximately $19,425,000 (or
$24,325,000 if the Placement Agent exercises in full its over-allotment option
to solicit offers and place 320,512 additional shares of Common
Stock).
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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The following is filed as an exhibit to
this report:
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Exhibit No.
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Description
|
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10.1
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Placement
Agency Agreement, dated November 23, 2009
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10.2
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Form
of Securities Purchase Agreement
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99.1
|
Press
Release, dated November 23,
2009
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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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Date:
November 23, 2009
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CHINA
GREEN AGRICULTURE, INC.
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(Registrant)
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By:
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/s/ Tao Li
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Tao
Li
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President
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
|
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10.1
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Placement
Agency Agreement, dated November 23, 2009
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10.2
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Form
of Securities Purchase Agreement
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99.1
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Press
Release, dated November 23,
2009
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