Attached files
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EX-4.1 - Kandi Technologies Group, Inc. | v206029_ex4-1.htm |
EX-10.1 - Kandi Technologies Group, Inc. | v206029_ex10-1.htm |
EX-99.1 - Kandi Technologies Group, Inc. | v206029_ex99-1.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): December 21, 2010
KANDI
TECHNOLOGIES, CORP.
(Exact
name of registrant as specified in its charter)
Delaware
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001-33997
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90-0363723
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(State
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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Jinhua
City Industrial Zone
Jinhua,
Zhejiang Province
People’s
Republic of China
Post Code
321016
(Address
of principal executive offices) (Zip Code)
(86-0579)
82239851
Registrant’s
telephone number, including area code
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.
The
information set forth in Item 8.01 below is incorporated herein by
reference.
Item
8.01 Other Events.
On
December 21, 2010, Kandi Technologies, Corp. (the “Company”) agreed to sell to
certain institutional investors, pursuant to a securities purchase agreement, in
the form attached hereto as Exhibit 10.1, up to 3,027,272 shares of the
Company’s common stock and warrants to purchase up to 1,210,912 shares of
the Company’s common stock in a registered direct public offering (the
“Offering”). The Offering was effected as a takedown off the
Company’s shelf registration statement on Form S-3 (File No. 333-163222),
which became effective on December 24, 2009, pursuant to a prospectus supplement
to be filed with the U.S. Securities and Exchange Commission.
The
Company will receive aggregate gross proceeds, before deducting fees to the
placement agent and other estimated offering expenses payable by the Company, of
approximately $16,649,996. The common stock and warrants were sold
in fixed combinations, with each combination consisting of one
share of common stock and a warrant to purchase 0.40 shares of common
stock. The purchase price is $5.50 per fixed
combination. The warrants will become exercisable immediately
following the closing date of the Offering and will remain exercisable for three
years thereafter at an exercise price of $6.30 per share. The
exercise price of the warrants is subject to adjustment in the case of stock
splits, stock dividends, combinations of shares and similar recapitalization
transactions and in the event the Company issues or is deemed to issue shares of
common stock for less than the exercise then in effect. A form of
which is attached hereto as Exhibit 4.1.
The exercisability of the warrants may
be limited if, upon exercise, the holder or any of its affiliates would
beneficially own more than 4.9% of the Company’s common
stock.
The
Company has agreed with each of the purchasers that, subject to certain
exceptions, it will not, within the sixty (60) trading days following the
closing of the Offering (which period may be extended in certain circumstances),
enter into any agreement to issue or announce the issuance or proposed issuance
of any securities.
The
Company has also agreed with each of the purchasers that for a period of 12
months, it will not effect or enter into an agreement to effect a “Variable Rate
Transaction,” which means a transaction in which the Company:
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·
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issues
or sells any convertible securities either (A) at a conversion, exercise
or exchange rate or other price that is based upon and/or varies with the
trading prices of, or quotations for, the shares of our common stock at
any time after the initial issuance of such convertible securities, or (B)
with a conversion, exercise or exchange price that is subject to being
reset at some future date after the initial issuance of such convertible
securities or upon the occurrence of specified or contingent events
directly or indirectly related to the business of the Company or the
market for our common stock, other than pursuant to a customary “weighted
average” anti-dilution provision;
or
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·
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enters
into any agreement (including, without limitation, an equity line of
credit) whereby we may sell securities at a future determined price (other
than standard and customary “preemptive” or “participation”
rights).
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The
Company has also agreed with each of the purchasers if the Company issues
securities within the 12 months following the closing of the Offering, the
purchasers shall have the right to purchase all of the securities on the same
terms, conditions and price provided for in the proposed issuance of
securities.
The net
proceeds to the Company from the Offering, after deducting placement agent fees
and the estimated offering expenses borne by the Company, and excluding the
proceeds, if any, from the exercise of the warrants issued in the Offering, are
expected to be approximately $15,462,747. The Offering will close on
or before December 23, 2010. After giving effect to the Offering, but
without giving effect to the exercise of the warrants being offered, the Company
will have 27,394,101 shares of common stock outstanding.
On
December 21, 2010, the Company issued a press release announcing the
Offering. A copy of the press release is attached as
Exhibit 99.1 hereto and incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
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Exhibit Title or Description
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4.1
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Form
of Warrant
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10.1
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Form
of Securities Purchase Agreement
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99.1
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Press
Release
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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.
Dated: December
21, 2010
KANDI
TECHNOLOGIES, CORP.
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By:
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/s/ Hu Xiaoming
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Name: Hu
Xiaoming
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Title: Chief
Executive
Officer
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