Attached files
| file | filename |
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| EX-4.1 - FORM OF WARRANT ISSUED TO THE PURCHASERS - Artistry Publications Inc | f8k022310bex4i_artistry.htm |
| EX-99.1 - FORM OF SECURITIES PURCHASE AGREEMENT - Artistry Publications Inc | f8k022310bex99i_artistry.htm |
| EX-99.2 - FORM OF REGISTRATION RIGHTS AGREEMENT - Artistry Publications Inc | f8k022310bex99ii_artistry.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): February 23, 2010
ARTISTRY
PUBLICATIONS, INC.
(Exact
name of registrant as specified in Charter)
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Delaware
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333-146942
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20-8285559
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(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
|
(IRS
Employee Identification No.)
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239
Jianxin Road, Jiangbei District
Chongqing,
People’s Republic of China 400000
(Address
of Principal Executive Offices)
(86)
023-67755514
(Issuer
Telephone number)
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:
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
February 23, 2010, the Registrant entered into a Securities Purchase Agreement
(the “Agreement”) with 24 institutional and/or accredited
investors (collectively the “Purchasers”) pursuant to which the Company
sold $4,599,415 of units of its equity securities to the Purchasers in a private
placement (the “Transaction). Each unit is comprised of 100,000 shares of the
Registrant’s common stock, par value $0.001 per share (the “Common Stock”), at a
per share purchase price of $3.28 per share, and warrants to purchase up to
50,000 shares of Common Stock. At the closing of the Transaction on February 23,
2010 (the “Initial Closing”), the Registrant issued 1,402,262 shares of Common
Stock (the “Shares”) and four-year warrants to purchase 701,126 shares of Common
Stock (the “Warrants”). In
connection therewith, the Registrant paid the placement agent a cash fee
equal to $321,959.05 (7% of the gross proceeds from the Initial Closing). The
Registrant will also issue to placement agent a four-year warrant to purchase up
to 70,114 shares of Common Stock (5% of the total number of shares of Common
Stock issued at the Initial Closing).
The
Agreement includes customary representations and warranties by each party
thereto. The following is a brief description of such additional terms and
conditions of the Agreement and the Transaction that are material to the
Registrant:
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●
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The
Registrant agrees to grant to the Purchasers certain registration rights
pursuant to a Registration Rights Agreement, which terms are further
described below; and
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The
Registrant covenants to use its best efforts to meet the listing
requirements for a senior exchange within six months after the closing of
the Transaction.
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The
Warrants
The
Warrants entitle each Purchaser to purchase up to 50% of the number of shares of
Common Stock acquired by such Purchaser at the Initial Closing, and expire on
the fourth anniversary of their issuance date (the “Termination Date”). The
Warrants may be exercised on a “cashless” basis if, at any time after the first
anniversary of their issuance date, there is no registration statement in effect
registering the resale of the shares of Common Stock underlying the Warrants,
provided that all Warrants outstanding on Termination Date shall be exercised on
a cashless basis.
The
exercise price of the Warrants is $4.10 per share, subject to certain
adjustments:
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●
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If
the Registrant issue rights to all holders of Common Stock (but not to
holders of the Warrants) to purchase shares of Common Stock at a price per
share less than the VWAP at the record date for determination of
stockholders entitled to receive such rights, the exercise price shall be
adjusted by multiplying a fraction, of which the denominator shall be the
number of Common Stock outstanding on the issuance date of such rights
plus the number of Common Stock issuable under such rights, and of which
the numerator shall be the number of Common Stock outstanding on the
issuance date of such rights plus the number of Common Stock issuable
under such rights at the VWAP;
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If
the Registrant distribute evidence of its indebtedness or assets or rights
to purchase any security other than the Common Stock to all holders of
Common Stock (but not to holders of the Warrants), the exercise price
shall be adjusted by multiplying a fraction, of which the denominator
shall be the VWAP on the record date for determination of stockholders
entitled to receive such distribution, and of which the numerator shall be
such VWAP minus the then per share fair market value at such record date
of the portion of such evidence of indebtedness or assets so distributed
to one outstanding share of Common Stock as determined in good faith by
the Registrant’s board of
directors;
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The
exercise price is subject to proportional adjustment for stock splits,
stock dividends, recapitalizations and the like;
and
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For
purposes of the Warrants, VWAP is defined as the volume weighted average
price of the Common Stock on the date a price determination is
required.
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The
Registration Rights Agreement
The
Registration Rights Agreement requires that a registration statement registering
the resale of the Shares and the Common Stock underlying the Warrants (including
any additional shares issuable resulting from the anti-dilution provisions of
the Warrants) be filed with the SEC not later than 45 days from the final
closing of the Transaction, and be declared effective by the SEC not later than
180 days from the final closing of the Transaction (or 210 days in the event of
a full review by the SEC). If the registration statement is not
timely filed or timely declared effective, the Registrant shall be liable to
each Purchaser for liquidated damages of 1% of such Purchaser’s purchase price
per month until the registration statement is filed or declared effective, up to
a maximum of 12% of such Purchaser’s purchase price.
The
foregoing summary of the Agreement, the Warrants and the Registration Rights
Agreement is qualified in its entirety by the form of such documents included as
exhibits hereto and incorporated herein by reference.
Item 3.02.
Unregistered Sales of Equity Securities
The
disclosures under Item 1.01 are incorporated in this Item 3.02 by
reference.
The
Shares and Warrants were issued to accredited investors in a private placement
transaction exempt from registration under the Securities Act of 1933, as
amended (the “Securities Act”), pursuant to Rule 506 of Regulation D promulgated
thereunder. Neither the Shares nor the Warrants have been registered under the
Securities Act or applicable state securities laws and may not be offered or
sold in the United States absent registration under the Securities Act and
applicable state securities laws or an applicable exemption from registration
requirements.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit
Number
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Exhibit Title or
Description
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4.1
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Form
of Warrant issued to the Purchasers
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99.1
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Form
of Securities Purchase Agreement, dated as of February 23, 2010, by and
between the Registrant and the Purchasers
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99.2
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Form
of Registration Rights Agreement, dated as of February 23, 2010, by and
between the Registrant and the
Purchasers
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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 thereunto
duly authorized.
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Date: February
24, 2010
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ARTISTRY
PUBLICATIONS, INC.
(Registrant)
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By:
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/s/
Michael Wang
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Michael
Wang
Chief
Financial Officer
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