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EX-10.1 - Bohai Pharmaceuticals Group, Inc. | v189938_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of Earliest Event Reported): July 6, 2010 (June 30,
2010)
Bohai
Pharmaceuticals Group, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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000-53401
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98-0588402
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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c/o
Yantai Bohai Pharmaceuticals Group Co. Ltd.
No.
9 Daxin Road, Zhifu District
Yantai,
Shandong Province, China 264000
Registrant’s
telephone number, including area code: +86(535)-685-7928
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation to the registrant under any of the following
provisions:
¨
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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¨
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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.
On and
effective as of June 30, 2010, Bohai Pharmaceuticals Group, Inc. (the “Company”)
entered into an Amendment and Agreement (the “Agreement”) with Euro Pacific
Capital, Inc., as investor representative (the “Investor Representative”),
pursuant to which the Company and the Investor Representative agreed to make
certain amendments to the Company’s 8% subordinated, unsecured Convertible
Promissory Notes, issued January 5, 2010 (the “Notes”) and common stock purchase
warrants to purchase up to 6,000,000 shares of Company common stock (the “Common
Stock”), issued January 5, 2010 (the “Warrants”). The Notes and
Warrants were issued in connection with the Company’s $12,000,000 private
placement offering which closed on January 5, 2010 (the
“Offering”). Warrants to purchase an additional 600,000 shares of
Common Stock (the “Agent Warrants”) were issued to the placement agents for the
Offering and their affiliates.
Pursuant
to the Agreement, the anti-dilution protection provisions in the Notes, Warrants
and Agent Warrants were eliminated and a provision precluding net cash
settlement of the Notes, Warrants and Agent Warrants was added. In
return, and subject to certain non-financing exceptions, the Company agreed not
to issue any new equity securities at a price per share below $2.20 until the
earlier of: (i) January 5, 2013 or (ii) the date on which, collectively with any
prior conversions or exercises of Notes and Warrants, 75% of the principal face
value of the Notes in the aggregate have been converted into shares of Common
Stock and Warrants representing, in the aggregate, 75% of the aggregate shares
of Common Stock underlying the Warrants have been exercised. Subject
to limited exceptions, management of the Company will also be encumbered by
these restrictions for the shares of Common Stock held by them.
As
previously disclosed, pursuant to agreements entered into in connection with the
Offering, the Investor Representative was empowered to enter into the Agreement
on behalf of the investors in the Offering. A copy of the Agreement
is filed as Exhibit 10.1 to this Current Report on 8-K, and the description of
the Agreement herein is qualified in its entirety by reference to such
exhibit.
Item
9.01 Financial Statements and Exhibits
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(d)
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Exhibits
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10.1 Amendment
and Agreement, dated and entered into effective for all purposes as of June 30,
2010, by and between the Company and Euro Pacific Capital, Inc., as investor
representative.
Cautionary
Note on Forward Look Statements
This
Current Report on Form 8-K and the exhibits hereto and the statements of
representatives and partners of Bohai Pharmaceuticals Group, Inc. (the “Company”) related thereto
contain or may contain, among other things, certain forward-looking statements,
within the meaning of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements involve significant risks and
uncertainties. Such statements may include, without limitation,
statements with respect to the Company’s plans, objectives, projections,
expectations and intentions and other statements identified by words such as
“projects”, “may”, “could”, “would”, “should”, “believes”, “expects”,
“anticipates”, “estimates”, “intends”, “plans” or similar
expressions. These statements are based upon the current beliefs and
expectations of the Company’s management and are subject to significant risks
and uncertainties, including those detailed in the Company’s filings with the
Securities and Exchange Commission. Actual results may differ
significantly from those set forth in the forward-looking
statements. These forward-looking statements involve certain risks
and uncertainties that are subject to change based on various factors (many of
which are beyond the Company’s control).
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
July
6, 2010
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Bohai
Pharmaceuticals Group, Inc.
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By:
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/s/ Gene Hsiao
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Name: Gene
Hsiao
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Title:
Chief Financial Officer
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