Attached files
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EX-10.4 - CHINA MARINE FOOD GROUP LTD | v171750_ex10-4.htm |
EX-10.2 - CHINA MARINE FOOD GROUP LTD | v171750_ex10-2.htm |
EX-10.3 - CHINA MARINE FOOD GROUP LTD | v171750_ex10-3.htm |
EX-99.1 - CHINA MARINE FOOD GROUP LTD | v171750_ex99-1.htm |
EX-10.1 - CHINA MARINE FOOD GROUP LTD | v171750_ex10-1.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): January 20, 2010
(January 20, 2010)
China
Marine Food Group Limited
(Exact
name of Registrant as specified in its charter)
NEVADA
|
333-40790
|
87-0640467
|
(State
of incorporation
or
organization)
|
(Commission
file number)
|
(I.R.S.
employer identification
number)
|
Da
Bao Industrial
Zone,
Shishi City
Fujian,
China
(Address
of principal
executive offices)
|
362700
(Zip
code)
|
Registrant’s
telephone number, including area code: 85-595-8898-7588
(Former
name or former address, if changed since last report)
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
Securities Purchase
Agreement
On
January 20, 2010, China Marine Food Group Limited (the “Company”) entered into
Securities Purchase Agreements (the “Securities Purchase Agreement”) with
certain purchasers (the “Purchasers”) pursuant to which the Company will sell an
aggregate of 4,615,388 shares (the “Shares”) of common stock, par value $.001
per share, for an aggregate purchase price of $30,000,022 (the “Offering”). The
Shares are priced at $6.50 per share.
The
Shares are being sold pursuant to a shelf registration statement on Form S-3
(Registration No.
333-161910) (the “Registration Statement”) declared effective by the
Securities and Exchange Commission (the “SEC”) on December 23, 2009. A
prospectus supplement relating to the offering will be filed with the
SEC.
The
transaction is expected to close on January 25, 2010.
Escrow
Agreement
In
connection with the execution of the Securities Purchase Agreement, the Company
entered into an escrow agreement (the “Escrow Agreement”) wherein the Company,
the Placement Agents (as described below) and certain Purchasers have requested
that Sichenzia Ross Friedman Ference LLP (“Escrow Agent”), counsel to the
Placement Agents, serve as the Escrow Agent and hold the funds from the Offering
to be released upon the occurrence of the events set forth in the Escrow
Agreement.
Placement Agent
Agreement
On
January 15, 2010, the Company entered into a placement agent agreement (the
“Placement Agent Agreement”) with Global Hunter Securities LLC (“Global Hunter”)
and Brean Murray, Carret & Co., LLC (“Brean Murray”), (Global Hunter and
Brean Murray are hereinafter collectively referred to as the “Placement Agents”)
in which the Placement Agents agreed to act as co-lead placement agents and
joint book-running managers in connection with the Offering. The Placement
Agents have no obligation to buy any securities from the Company but will use
best efforts to arrange for the sale of the Shares.
Consultancy
Agreement
On
October 18, 2009, the Company entered into a consultancy agreement with World
Global Investments Hong Kong Limited (the “Consultancy Agreement”) for the
consultant to provide advisory services regarding the structuring and analysis
of corporate financing proposals and the Company’s capitalization, including the
Offering.
The
foregoing description of the Offering, the Securities Purchase Agreement, the
Escrow Agreement, the Placement Agent Agreement and the Consultancy Agreement
are summaries of the agreements and transactions involved in the Offering and do
not purport to be complete and are qualified in their entireties by reference to
such documents. A copy of the Securities Purchase Agreement, the Escrow
Agreement, the Placement Agent Agreement and the Consultancy Agreement are
attached hereto as Exhibits 10.1-10.4 respectively and are incorporated herein
by reference.
Item
8.01 Other
Events
On
January 20, 2010, the Company issued a press release announcing the transaction.
A copy of this press release has been filed with this Current Report on Form 8-K
as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
Exhibit
No.
|
Description
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10.1
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Form
of Securities Purchase Agreement between the Company and each Purchaser
dated as of January 20, 2010
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10.2
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Form
of Escrow Agreement between the Company, Global Hunter Securities LLC,
Brean Murray, Carret & Co., LLC, Sichenzia Ross Friedman Ference
LLP and certain purchasers dated as of January 20,
2010.
|
10.3
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Placement
Agent Agreement between the Company, Global Hunter Securities LLC and
Brean Murray, Carret &
Co., LLC dated as of January 15, 2010
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10.4
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Financing
Consultancy Engagement Letter between the Company and World Global
Investments Hong Kong Limited dated October 18, 2009
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99.1
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Press
release dated January 20, 2010 by the
Company.
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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.
CHINA
MARINE FOOD GROUP LIMITED
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By:
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/s/ Pengfei Liu
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Dated:
January 20, 2010
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Pengfei
Liu,
Chief
Executive Officer
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