UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report:
August 18, 2005
(Date of earliest event reported)
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GLOBAL PHARMATECH, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other Jurisdiction of Incorporation or Organization)
33-0976805 33-0976805
(Commission File Number) (IRS Employer
Identification No.)
89 Ravine Edge Drive
Richmond Hill, Ontario
Canada L4E 4J6
(Address of Principal Executive Offices and zip
code)
905-787-8225
(Registrant's telephone
number, including area code)
(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 August 18, 2005 the Registrant entered into a subscription agreement
(the "Agreement") with certain non-U.S. persons (the "Investors") for the sale
of an aggregate of 800,000 shares of common stock (the "Shares") for aggregate
gross proceeds of $960,000 (the "Transaction"). The Transaction is being made in
reliance upon the provisions of Regulation S ("Regulation S") promulgated by the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act").
Item 3.02 Unregistered Sales of Equity Securities
On August 18, 2005, the Registrant entered into the Agreement with the
Investors pursuant to which it agreed to issue an aggregate of 800,000 shares of
common stock for aggregate gross proceeds of AU$1 million. The Shares have not
been and will not be registered under the Securities Act, and, if in the future
the Subscriber decides to offer, resell, pledge or otherwise transfer the
Shares, such Shares may be offered, resold, pledged or otherwise transferred
only (A) pursuant to an effective registration statement filed under the Act,
(B) to non-U.S. persons in an offshore transaction in accordance with Rule 903
or Rule 904 of Regulation S of the Act, (C) pursuant to the resale limitations
set forth in Rule 905 of Regulation S, or (D) pursuant to an exemption from
registration under the Act provided by Rule 144. The net proceeds from the
Transaction will be used for working capital and general corporate purposes.
The foregoing descriptions of the Agreement is merely a summary, and is
not intended to be complete. The Agreement is filed as an exhibit to this Form
8-K, and the full text of such exhibit is incorporated herein by reference in
its entirety.
2
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Subscription Agreement, dated August 18, 2005
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.
GLOBAL PHARMATECH, INC.
Date: September 12, 2005 By: /s/ Xiaobo Sun
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Name: Xiaobo Sun
Title: President and Chief Executive
Officer