Attached files
| file | filename |
|---|---|
| EX-4.3 - KAIBO FOODS Co Ltd | v206315_ex4-3.htm |
| EX-4.2 - KAIBO FOODS Co Ltd | v206315_ex4-2.htm |
| EX-4.1 - KAIBO FOODS Co Ltd | v206315_ex4-1.htm |
| EX-10.2 - KAIBO FOODS Co Ltd | v206315_ex10-2.htm |
| EX-10.1 - KAIBO FOODS Co Ltd | v206315_ex10-1.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
CFO
CONSULTANTS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation)
|
333-149294
|
42-1749358
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
Rm. 2102
F & G, Nan Fung Centre, 264-298 Castle Peak Rd.
Tsuen
Wan, N.T., Hong Kong
(Address
of principal executive offices and zip code)
+852 2412
2208
(Registrant's
telephone number including area code)
(Registrant's
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 registrant under any of the following
provisions:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting material
pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ 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
December 21, 2010, CFO Consultants, Inc., a Nevada corporation (the “Company”),
entered into a securities purchase agreement (the “Purchase Agreement”), with
certain accredited investors (the “Investors”) for the issuance and sale of an
aggregate of (i) 9,200,000 shares of the Company’s common stock, par value $.001
per share (the “Shares”) and (ii) warrants to purchase up to 1,840,000 shares of
the Company’s common stock underlying the warrants (the “Warrant Shares”), each
such warrant having an initial exercise price of $0.325 per share and expiring
on the three year anniversary of the effective date of the increase of the
Company’s authorized shares of its common stock (the “Authorized Increase
Date”), for aggregate gross proceeds equal to approximately $2,300,000 (the
“Offering”).
In
connection with the Offering, the Company an its majority stockholder, Kai Bo
Holdings Ltd. (“Kai Bo”), entered into a certain escrow agreement (the “Make
Good Escrow Agreement”) with the Investors pursuant to which Kai Bo placed
4,600,000 shares of its common stock of the Company into escrow for distribution
of up to 2,300,000 shares to Investors in each of 2011 and 2012 in the event
that it fails to reach certain net income targets for its 2010 and 2011 fiscal
years. Pursuant to the Make Good Escrow Agreement, if the Company’s
after tax net income for fiscal 2010 is less than 95% of $25,882,536 (95% of
such amount being the “2010 Guaranteed ATNI”), the escrow agent will transfer to
each Investor on a pro rata basis a number of shares that is equal to 115,000
shares of common stock for each full percentage point by which the 2010
Guaranteed ATNI was not achieved up to a maximum of 2,300,000
shares. If the Company’s after tax net income for fiscal 2011 is less
than 95% of $33,382,670 (95% of such amount being the “2011 Guaranteed ATNI”),
the escrow agent will transfer to each Investor a number of shares that is equal
to 115,000 shares of commons stock for each full percentage point by which the
2011 Guaranteed ATNI was not achieved up to a maximum of 2,300,000
shares. For the purposes of the Make Good Escrow Agreement, after tax
net income excludes any expense item (other than tax expense and interest
expense) deducted in determining net income not appearing under the heading
“Operating expenses” on the Company’s Consolidated Statement of Operations,
including but not limited to fair value change on derivatives, warrants and make
good shares.
In
connection with the Offering, the Company entered into a registration rights
agreement (the “Registration Rights Agreement”) with the Investors, in which it
agreed to file a registration statement (the “Registration Statement”) with the
U.S. Securities and Exchange Commission (the “SEC”) to register for resale the
Shares, the Warrant Shares and the shares underlying the Agent Warrants (defined
below) within 60 calendar days of the closing date of the Offering, and to use
its best efforts to have the registration statement declared effective within
180 calendar days of the closing date of the Offering. The Company is
obligated to pay liquidated damages of 1% of the dollar amount of the Shares
sold in the Offering per month, payable in cash, up to a maximum of 10%, if the
registration statement is not filed within the foregoing time periods or if the
Company does not respond in the time period prescribed in the Registration
Rights Agreement to comments received from the SEC on the Registration
Statement. ROTH Capital Partners, LLC (“Roth”) acted as the exclusive
financial advisor and placement agent for the Company. Roth received
warrants to purchase up to 920,000 shares of the Company’s common stock at a
price per share of $0.325 (the “Agent Warrants”), as well as $161,000 in
cash. The Agent Warrants are for a term of three years from the
Authorized Increase Date and have a cashless exercise feature.
The
securities were issued in reliance upon an exemption from registration afforded
under Section 4(2) of the Securities Act of 1933, as amended (the “Securities
Act”), for transactions not involving a public offering, and/or Regulation D or
Regulation S, promulgated thereunder, and in reliance upon exemptions from
registration under applicable state securities laws.
A copy of
the Purchase Agreement, the Make Good Escrow Agreement and the Registration
Rights Agreement are incorporated herein by reference as Exhibits 10.1, 10.2 and
4.1, respectively, to this Form 8-K.
Item
3.02
UNREGISTERED SALES OF EQUITY SECURITIES.
The
Company hereby incorporates by reference its response in Item 1.01 with regard
to the terms, conditions and sale of the Shares. Each Investor represented to
the Company that it was a “accredited investor” and made other investment
representations and agreed that the certificates representing the Shares and
Warrant Shares shall bear a restrictive legend against resale without
registration under the Securities Act.
2
A copy of
the Purchase Agreement, the Make Good Escrow Agreement and the Registration
Rights Agreement are incorporated herein by reference as Exhibits 10.1, 10.2 and
4.1, respectively, to this Form 8-K. The descriptions of the Purchase Agreement,
the Make Good Escrow Agreement and the Registration Rights Agreement do not
purport to be complete and are qualified in their entirety by reference to the
full text of the exhibits filed herewith and incorporated by this
reference.
The sale
of the securities was made pursuant to Section 4(2) of the Securities Act for
transactions not involving a public offering and/or Regulation D or Regulation
S, as promulgated by the SEC under the Securities Act, and in reliance upon
exemptions from registration under applicable state securities
laws.
Item
9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
(d)
Exhibits
Set forth
below is a list of exhibits to this Current Report on Form 8-K:
|
Exhibit No.:
|
Description:
|
|
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4.1
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Registration
Rights Agreement dated as of December 21, 2010 by and among CFO
Consultants, Inc. and the several investors named
therein.
|
|
|
4.2
|
Form
of Investor Warrant
|
|
|
4.3
|
Form
of Placement Agent Warrant
|
|
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10.1
|
Securities
Purchase Agreement dated as of December 21, 2010 by and among CFO
Consultants, Inc. and the several investors named
therein.
|
|
|
10.2
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Make
Good Escrow Agreement dated as of December 21,
2010
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3
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 thereunto
duly authorized.
|
CFO
CONSULTANTS, INC.
|
|
|
By:
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/s/ Joanny
Kwok
|
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Name
|
Joanny
Kwok
|
|
Title:
|
Chief
Executive Officer
|
Dated:
December 22, 2010
4
Exhibit
Index
|
Exhibit No.:
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Description:
|
|
|
4.1
|
Registration
Rights Agreement dated as of December 21, 2010 by and among CFO
Consultants, Inc. and the several investors named
therein.
|
|
|
4.2
|
Form
of Investor Warrant
|
|
|
4.3
|
Form
of Placement Agent Warrant.
|
|
|
10.1
|
Securities
Purchase Agreement dated as of December 21, 2010 by and among CFO
Consultants, Inc. and the several investors named
therein.
|
|
|
10.2
|
Make
Good Escrow Agreement dated as of December 21,
2010
|
5