Attached files
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EX-10.1 - Huifeng Bio-Pharmaceutical Technology, Inc. | v173094_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
25, 2010
Huifeng
Bio-Pharmaceutical Technology Inc.
|
(Exact
name of registrant as specified in its
charter)
|
Nevada
|
000-32253
|
87-0650264
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
incorporation
or organization)
|
16B/F
Ruixin Bldg., No. 25 Gaoxin Road
|
Xi’an
710075, Shaanxi Province, China
|
(Address
of principal executive offices)
|
86-29-8822
4682
(Registrant’s
telephone number, including area code)
|
N/A
|
(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.
On
December 31, 2007, Huifeng Bio-Pharmaceutical Technology, Inc. (the “Company”)
entered into a series of agreements including a Securities Purchase Agreement, a
Registration Rights Agreement, certain Convertible Promissory Notes (the
“Notes”), certain warrant agreements, and Pledge Agreements, (collectively
referred to herein as the “Transaction Documents”) with certain purchasers (the
“Purchasers”).
Pursuant
to the terms and conditions of the Transaction Documents, the Company arranged
for debt financing in the amount of Two Million ($2,000,000.00). As part of the
Transaction Documents, the Notes bear simple interest at the rate of ten percent
(10%) per annum and were due and payable on December 30, 2009. The Notes were
convertible at the Purchasers’ election into shares of common stock of the
Company (“Common Stock “) at $1.00 per share.
The Notes
are secured by collateral that includes 5,272,862 shares of the Company’s common
stock held by certain shareholders and 500,000 shares of the common stock of
Northwest Bio-Technic, Inc. held by certain shareholders.
Note
Amendment
Effective
December 22, 2009, the remaining Purchasers who had not converted the Notes
(“Amendment Purchasers”) have entered into an Amendment to Secured Convertible
Promissory Notes and Warrants (the “Amendment”). Pursuant to the
Amendment, the maturity date of the Notes has been extended from December 31,
2009 to June 30, 2011. In addition to the continued 10% per annum
interest payments based on the outstanding principal, the remaining $1,800,000
in principal will be paid down pursuant to the following payment
schedule:
Payment
Due Date
|
Percent
of Initial Principal Amount Due
|
April
30, 2010
|
2.5%
|
May
31, 2010
|
2.5
|
June
30, 2010
|
2.5
|
July
31, 2010
|
4.0
|
August
31, 2010
|
4.0
|
September
30, 2010
|
4.0
|
October
31, 2010
|
6.0
|
November
30, 2010
|
6.0
|
December
31, 2010
|
6.0
|
January
31, 2011
|
8.0
|
February
28, 2011
|
8.0
|
March
31, 2011
|
8.0
|
April
30, 2011
|
12
|
May
31, 2011
|
12
|
June
30, 2011
|
14.5
|
In
addition, the conversion rate of the Notes into Common Stock was amended from
$1.00 to $0.80. Pursuant to the Amendment, the Company may
prepay the Notes upon 30 days notice to the Amendment Purchasers.
Warrant
Amendments
The
Amendment also amends warrants held by Amendment Purchasers to purchase 450,000
shares of Common Stock (the “Warrants”) as follows: (i) the exercise
price of the Warrants was reduced from $1.50 to $1.00, and (ii) the term of the
Warrants was extended one year to December 31, 2011.
Stock
Consideration
In
consideration of entering into the Amendment the Company agreed to issue to the
Amendment Purchasers an aggregate of 450,000 shares of Common
Stock.
The form
of Amendment is filed with this report as Exhibit 10.1 and is incorporated
herein by reference. The foregoing summary of terms is qualified in
its entirety by such agreement.
The
issuance of the securities described above are exempt from the registration
requirements under the Securities Act of 1933, as amended, pursuant to Section
4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the
SEC.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosure in Item 1.01 of this report is incorporated herein by
reference.
Item
3.02. Unregistered Sales of Securities
The
disclosure in Item 1.01 of this report is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits
Exhibit
|
Description
|
10.1
|
Form
of Amendment
|
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.
HUIFENG
BIOPHARMACEUTICAL TECHNOLOGY INC.
|
|||
Date:
February 3, 2010
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By:
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/s/
Jingan Wang
|
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Jingan
Wang
Chief
Executive Officer
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Exhibit Index
Exhibit
|
Description
|
10.1
|
Form
of Amendment
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