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): February 8, 2006
(February 2, 2006, February 7, 2006)
CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
------------------------------
(Exact name of registrant as specified in its charter)
Delaware 814-00063 13-2949462
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Suite 1601, Buliding A, Jinshan Tower
No. 8, Shan Xi Road Nanjing, Jiangsu, China
--------------------------
(Address of principal executive offices)
86 (25) 8320 5758
-------------------------------------
(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:
[_] 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 DEFINITIVE MATERIAL AGREEMENT; ITEM 3.02 UNREGISTERED
SALES OF EQUITY SECURITIES.
On February 7, 2006, the registrant issued 1,000,000 shares of its common stock
("Shares") at a price of $1 per share and a warrant to purchase 1,000,000 Shares
at an exercise price of $1.25 a share for a period of 4 years ("Warrant")
against cash proceeds of $1,000,000 pursuant to a Securities Purchase Agreement
("Purchase Agreement") filed herein as exhibit 4.1 entered between the
registrant and GCE Property Holdings, Inc. ("GCE") on February 2, 2006. Under
the Purchase Agreement the registrant has agreed not to issue Shares or
securities convertible or exchangeable into Shares at a price equal to or lower
than $1 per share and not issue any Warrants or securities that are exercisable
into Warrants at a price lower than $1.25 per share. The terms and conditions of
the Warrants issued are found in exhibit 4.3 herein. The registrant has agreed
to file a registration statement with the SEC covering the Shares and Shares
underlying the Warrants, within 65 days from this closing and obtain
effectiveness of such registration statement within 170 days from closing. In
case the registrant does not meet the filing deadlines listed above the
registrant will pay a penalty of 1% of the aggregate investment made by GCE and
1.5% of the aggregate investment made by GCE respectively, and on each monthly
anniversary of such default an amount equal to 1.5% of the aggregate investment
amount. The registrant will not be liable for liquidated damages for the
Warrants under the Registration Rights Agreement filed herein as exhibit 4.2.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
4.1 Securities Purchase Agreement
4.2 Registration Rights Agreement
4.3 Common Stock Purchase Warrant
99.1 Press Release issued February 8, 2006
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 hereunto duly authorized.
China Biopharmaceuticals Holdings, Inc.
By: /s/ MAO Peng
------------------------------------
Name: MAO Peng
Title: Chairman and
Chief Executive Officer
Dated: February 8, 2006