Attached files
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| EX-10.1 - Kun Run Biotechnology, Inc. | v196343_ex10-1.htm |
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): September 10, 2010 (September 3,
2010)
Kun Run Biotechnology,
Inc.
(Exact
name of registrant as specified in Charter)
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Nevada
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333-141384
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98-0517550
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee
Identification
No.)
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Free
Trade Zone
168
Nanhai Avenue, Haikou City
Hainan
Province, China 570216
(Address
of Principal Executive Offices)
86-898-6680-2207
(Issuer
Telephone number)
Aspen Racing Stables,
Inc.
(Former
name and former address, if applicable)
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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¨
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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
September 3, 2010, Kun Run Biotechnology, Inc. (the “Company”) entered into a
Redemption Agreement by and between the Company and Caduceus Asia Partners, L.P.
(“Caduceus”), under the terms of which the Company agreed to redeem all of the
5,228,758 units of the Company (each a “Unit” and together, the “Units”) from
Caduceus for a cash consideration of an amount of US$9 million , with each Unit
consisting of (A) one share of the Series A Preferred Stock of the Company, par
value $0.001 per share (the “Series A Preferred”) and (B) one warrant (each, a
“Warrant,” and
collectively, the “Warrants”) to purchase 0.30 of a share of Series A
Preferred.
Caduceus
acquired all of the 5,228,758 Units pursuant to that Securities
Purchase Agreement dated April 17, 2010 between the Company and
Caduceus.
Item
1.02 Termination of a Material Definitive Agreement.
See Item
1.01 above, which is incorporated herein by reference. Upon redemption of the
Units, certain rights of Caduceus will cease or automatically terminate by their
terms under the Investor Rights Agreement dated April 28, 2010 by and
among the Company, Caduceus and the key stockholder and the Voting Agreement
dated April 28, 2010 by and among the Company, Caduceus and the key
stockholder.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
September 3, 2010, in connection with the proposed redemption of the
Units, Dr. Nancy T. Chang resigned from the position of director of the Company.
Dr. Chang had no disagreements with the Company on any matter relating to the
Company’s operations, policies or practices prior to her
resignation.
Item 9.01 Financial Statements and
Exhibits.
(d)
Exhibits
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10.1
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Redemption
Agreement dated September 3, 2010 by and between the Company and
Caduceus
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SIGNATURE
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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KUN RUN BIOTECHNOLOGY, INC.
(Registrant)
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Dated:
September 10, 2010
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By:
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/s/ Xiaoqun
Ye
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Name:
Xiaoqun Ye
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Title:
Chief Executive Officer
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