Washington, D.C. 20549
TIANLI AGRITECH, INC.
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Item 1.01 Entry into a Material Definitive Agreement.
On September 28, 2013, we entered into a subscription agreement with Wei Gong, a Director of Wuhan East Lake Hi-tech Incubation Center, for the issuance and sale of 2,760,000 common shares (the “Shares”) representing approximately 24.63% of the 11,204,000 common shares outstanding on September 28, 2013, for a total purchase price of $3,201,600, or $1.16 per share. The subscription agreement is filed as Exhibit 10.1 to this report (the “Subscription Agreement”). However, Nasdaq Marketplace Rule 5635(d) requires shareholder approval prior to the issuance of a number of our common shares in a private placement at a price less than the greater of book or market value which equals 20% or more of the outstanding common shares before the issuance, unless as a foreign private issuer organized under the laws of the British Virgin Islands, such issuance does not require shareholder approval. Although the per share closing price of our common shares on September 27, 2013 was $0.81, the book value per share of our common shares was greater than $1.16. Accordingly, we have agreed to issue and sell 2,238,000 common shares to Mr. Gong, representing approximately 19.8% of our outstanding common shares immediately prior to the sale, for a total purchase price of $2,596,080, with the issuance and sale of the remaining 522,000 common shares, for a purchase price of $$605,520, subject to shareholder approval or our receipt of an acknowledgement from Nasdaq that we qualify for the foreign private issuer exemption from Rule 5635(d).
The proceeds of the sale will be used as working capital by our variable interest entity, Wuhan Fengze Agricultural Science and Technology Development Co., Ltd. As a condition of the sale, Mr. Gong agreed not to sell the Shares for 18 months and thereafter at not less than $1.16 per share. In addition, we agreed to use our best efforts to cause the election of Mr. Gong as a director.
Item 3.02 Sale of Unregistered Securities.
On September 28, 2013, we issued and sold to Mr. Gong 2,238,000 common shares, representing approximately 19.8% of our outstanding common shares immediately prior to the sale, for a total purchase price of $2,596,080, or $1.16 per share, pursuant to the Subscription Agreement. The proceeds of the sale will be used as working capital by our variable interest entity, Wuhan Fengze Agricultural Science and Technology Development Co., Ltd. As a condition of the sale, Mr. Gong agreed not to sell the Shares for 18 months and thereafter at not less than $1.16 per share. We did not pay any brokerage or other commissions to an underwriter, broker-dealer or other person in connection with the sale.
The Shares were issued in an “off-shore” transaction exempt from the registration requirements of the Securities Act under Rule 903 of Regulation S of the Securities Act. Mr. Gong is a non-U.S. Person, as defined in Rule 902of Regulation S. The certificates evidencing the Shares were endorsed with restrictive legends in accordance with Regulation S.
Item 7.01 Regulation FD Disclosure.
On September 30, 2013, we issued a press release reporting the sale of the Shares to Wei Gong. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Exhibit 99.1 shall not be deemed as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by us under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Subscription Agreement with Wei Gong dated September 28, 2013.
99.1 Press release dated September 30, 2013.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | TIANLI AGRITECH, INC. |
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| | By: | | /S/ HANYING LI |
| | | | Hanying Li |
| | | | Chief Executive Officer |
Dated: September 28, 2013
