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EX-10.1 - EX-10.1 - HONG YUAN HOLDING GROUPd343057dex101.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): April 30, 2012

 

 

CEREPLAST, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada   001-34689   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)

Registrant’s telephone number, including area code: (310) 615-1900

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ 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 April 30, 2012, Cereplast, Inc., a Nevada corporation (the “Company”), entered into a Subscription Agreement for the sale of 1,000,000 shares of its common stock at a price of $.50 per share (the “Shares”) in a registered direct offering by the Company. The net offering proceeds to the Company from the sale of the Shares will be used for general corporate purposes. The closing of the sale and issuance of the Shares is expected to take place on or about May 2, 2012.

A copy of the Subscription Agreement is attached to this Current Report on Form 8-K as Exhibits 10.1. The foregoing is only a brief description of the Subscription Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to the Exhibit.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibits

     
10.1    Form of Subscription Agreement between the Company and each of the investor signatory thereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 1, 2012

 

      CEREPLAST, INC.
     

/s/ Frederic Scheer

     

Frederic Scheer

     

Chief Executive Officer