Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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) | April 20, 2010 |
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CHINA
ARMCO METALS, INC.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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001-34631
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26-0491904
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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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One
Waters Park Drive, Suite 98, San Mateo, CA
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94403
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(650)
212-7620
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not
applicable
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(Former
name or former address, if changed since last
report)
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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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o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o 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.
Item
3.02 Unregistered
Sales of Equity Securities.
On April
20, 2010 China Armco Metals, Inc. ("we", "us", or "our") entered into a
Securities Purchase Agreement with nine accredited and institutional investors
for the sale of 1,538,464 shares of our common stock at an offering price of
$6.50 per share resulting in gross proceeds to us of $10,000,016. At
closing we will also issue the purchasers five year common stock purchase
warrants to purchase an additional 1,538,464 shares of our common stock at an
exercise price of $7.50 per share. The warrants are exercisable
commencing 181 days following issuance. The private offering, which is
being made under an exemption from the registration requirements of the
Securities Act of 1933 in reliance on exemptions provided by Section 4(2) of
that act and Rule 506 of Regulation D, is expected to close on or before April
26, 2010. At closing, we will pay Rodman & Renshaw, LLC, a FINRA
member firm that served as placement agent for us in the offering, a fee of
$500,000 as compensation for their services and issue the firm five-year common
stock purchase warrants exercisable for 76,923 shares of our common stock at an
exercise price of $7.50 per share which are exercisable commencing 181 days
following issuance, as well as a $15,000 non-accountable expense allowance to
one of the investors in the offering. We intend to use the net
proceeds from this offering for working capital.
Under the
terms of the Securities Purchase Agreement we agreed that until:
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the
registration statement described below covering the resale of the shares
issued and sold in the offering, including the shares underlying the
warrants, is effective and at any time thereafter that it should cease to
be effective, that we will not file any other registration statements with
the Securities and Exchange Commission, other than a primary shelf
registration statement on Form S-3,
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30
trading days after the effective date of the registration statement we
will not offer or sell by any means any capital stock or other security of
our company that is directly or indirectly convertible into, exercisable
or exchangeable for, any capital stock or other security of our company
and our subsidiaries,
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•
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all
of the securities purchased in the offering have been resold by the
purchasers that we will not enter into any agreement to issue or sell a
variable rate securities, and
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the
earlier of six months after the effective date of the registration
statement or nine months from the closing date, purchasers in the offering
have the right to participate in any subsequent offerings we should
undertake upon the same terms and conditions as other investors in that
subsequent offering.
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The
number of shares issuable upon the exercise of the warrants and the exercise
price are subject to proportional adjustment in the event of stock splits, stock
dividends, recapitalization and similar corporate events. The
warrants to be issued and sold in the offering are exercisable on a cashless
basis if at any time after the six month anniversary of the closing date of the
offering that there is not an effective registration statement covering the
shares of common stock issuable upon the exercise of the
warrants. The warrants are not exercisable by the holders if upon the
exercise the holder and its affiliates would own in excess of 4.9% of our
outstanding common stock. The warrants to be issued to Rodman and
Renshaw, LLC are identical to the warrants to be issued to the
purchasers.
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We have
also entered into a Registration Rights Agreement with the purchasers in the
offering. Under the terms of this agreement, we agreed to file a
registration statement with the Securities and Exchange Commission covering the
resale of the shares issued and sold in the offering, including the shares
underlying the warrants, by June 1, 2010. If we fail to timely file
the registration statement, or if the registration statement is not declared
effective within 90 days from filing (which will be extended to 120 days if the
registration statement is reviewed by the SEC), then we will be obligated to pay
the purchasers liquidated damages in an amount equal to 1.5% of the purchase
price as well as an additional 1.5% for every 30 days thereafter that we fail to
meet these deadlines, with a maximum of 9% of the purchase price. We
are also obligated to pay these liquidated damages in the event we fail to keep
the registration statement effective until all the registrable securities are
sold or if we fail to maintain current public information about our
company.
The
foregoing descriptions of the terms and conditions of the Securities Purchase
Agreement, warrant and Registration Rights Agreement, copies of the forms of
which are included as Exhibits 10.20, 4.2 and 10.21, respectively, are qualified
in their entirety by references to the full text of these
agreement.
Item
7.01 Regulation
FD Disclosure.
On April
21, 2010 we issued a press release announcing the private offering
described in Items 1.01 and 3.02 above. A copy of the press release
is filed as Exhibit 99.1 to this report.
Pursuant
to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of
Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to
the liabilities of that section, nor is it incorporated by reference into any
filing of China Armco Metals, Inc. under the Securities Act of 1933 or the
Securities Exchange Act of 1934, whether made before or after the date hereof,
regardless of any general incorporation language in such filing.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
| 4.2 | Form of $7.50 warrant |
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10.20
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Form
of Securities Purchase Agreement
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10.21
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Form
of Registration Rights Agreement
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99.1
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Press
release dated April 21, 2010
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SIGNATURES
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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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CHINA
ARMCO METALS, INC.
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Date: April
21, 2010
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By: /s/
Kexuan Yao
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Kexuan
Yao, CEO and Chairman of the Board
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