Attached files
file | filename |
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EX-4.1 - EXHIBIT 4.1 - HONG YUAN HOLDING GROUP | c02475exv4w1.htm |
EX-5.1 - EXHIBIT 5.1 - HONG YUAN HOLDING GROUP | c02475exv5w1.htm |
EX-4.2 - EXHIBIT 4.2 - HONG YUAN HOLDING GROUP | c02475exv4w2.htm |
EX-10.1 - EXHIBIT 10.1 - HONG YUAN HOLDING GROUP | c02475exv10w1.htm |
EX-99.1 - EXHIBIT 99.1 - HONG YUAN HOLDING GROUP | c02475exv99w1.htm |
EX-10.2 - EXHIBIT 10.2 - HONG YUAN HOLDING GROUP | c02475exv10w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 9, 2010
CEREPLAST, INC.
(Exact name of registrant as specified in its charter)
Nevada | 333-126378 | 91-2154289 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
300 N. Continental, Suite 100 El Segundo California |
90245 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (310) 676-5000
Copies to:
Gregory Sichenzia, Esq.
Marcelle S. Balcombe, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
Gregory Sichenzia, Esq.
Marcelle S. Balcombe, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
Not Applicable
(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 June 9, 2010, Cereplast, Inc. (the Company) and accredited investors entered into a securities
purchase agreement (the Securities Purchase Agreement) for the sale of an aggregate of 2,137,642
units at a price of $3.50 per unit. Each unit consist of one share of common stock (Shares) and
one warrant to purchase 0.5 of a share of the Companys common stock (Warrants). The Warrants
have an exercise price of $4.44 per share and are exercisable for a period of five years commencing
180 days from the date of issuance. The offering closed on June 14, 2010.
The
Company paid a 6.5% placement agent fee to Ladenburg Thalmann & Co. Inc. (Ladenburg) who acted as the
sole placement agent in this offering, pursuant to a placement agent agreement, dated June 9, 2010,
between the Company and Ladenburg (the Placement Agent Agreement). In addition, we issued to
Ladenburg warrants (the Placement Agent Warrants) to purchase 64,129 shares of common stock
(equal to 3% of the Shares sold in the offering). The Placement Agent Warrants have an exercise
price of $4.375 per share and are exercisable for a period expiring on the 5 year anniversary of
the effective date of the Companys shelf registration statement on Form S-3 (File No. 333-166307),
as amended, which was declared effective on May 26, 2010 (the Registration Statement).
The net proceeds to the Company from the registered direct public offering, after deducting
placement agent fees and estimated offering expenses, are approximately $6,700,000. At the closing,
the Company issued 2,137,642 shares of common stock, Warrants to purchase 1,068,821 shares of
common stock, and Placement Agent Warrants to purchase 64,129 shares of common stock.
The Shares and the Warrants and shares of common stock issuable upon exercise of the warrants were
issued pursuant to a prospectus supplement filed with the Securities and Exchange Commission on
June 10, 2010, in connection with a takedown from the Registration Statement. A copy of the opinion
of Sichenzia Ross Friedman Ference LLP relating to the legality of the issuance and sale of the
Shares, Warrants and shares of common stock issuable upon exercise of the Warrants is attached as
Exhibit 5.1 hereto.
In connection with the issuance of the Placement Agent Warrants, the Company relied upon the
exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for
transactions not involving a public offering.
The foregoing summaries of the terms of the Securities Purchase Agreement, the Warrants, the
Placement Agent Agreement, and the Placement Agent Warrants, are subject to, and qualified in their
entirety by, such documents attached hereto as Exhibits 10.1, 4.1, 4.2 and 10.2, respectively, and
are incorporated herein by reference. A copy of the press release announcing the registered direct
public offering is also attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information provided in Item 1.01 is incorporated in this Item 3.02 by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit | ||||
Number | Description | |||
4.1 | Form of Warrant issued in connection with the Securities Purchase Agreement attached as Exhibit 10.1 hereto. |
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4.2 | Form of Placement Agent Warrant |
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5.1 | Opinion of Sichenzia Ross Friedman Ference LLP |
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10.1 | Form of Securities Purchase Agreement, dated June 9, 2010, entered into between Cereplast, Inc. and each
investor in the offering. |
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10.2 | Placement Agent Agreement between Cereplast, Inc. and Ladenburg Thalmann & Co. Inc. |
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99.1 | Press Release, dated June 10, 2010 |
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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.
Date: June 15, 2010
CEREPLAST, INC. |
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/s/ Frederic Scheer | ||||
Frederic Scheer | ||||
Chief Executive Officer |
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