Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 27K
2: EX-10.1 Material Contract HTML 292K
3: EX-10.2 Material Contract HTML 241K
4: EX-10.3 Material Contract HTML 137K
5: EX-10.4 Material Contract HTML 183K
6: EX-10.5 Material Contract HTML 117K
7: EX-10.6 Material Contract HTML 34K
8: EX-10.7 Material Contract HTML 51K
9: EX-99.1 Miscellaneous Exhibit HTML 17K
(Address
of principal executive offices) (Zip Code)
(86-0579)
82239851
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 (see General
Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
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Pre-commencement
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
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Item
1.01. Entry into a Material Definitive Agreement.
On
January 21, 2010, Kandi Technolgies, Corp. (the “Company”), entered
into a Securities Purchase Agreement (“Purchase Agreement”),
furnished as Exhibit 10.1 to this current report, and related transaction
documents (the “Transaction
Documents”) with certain institutional accredited investors (the “Investors”) pursuant
to which the Company will offer for sale to the Investors (in the “Offering”) $10
million of senior secured convertible notes (the “Notes”) and warrants
exercisable for an aggregate of 800,000 shares of the Company’s common stock
(the “Warrants”).
The Notes
will be convertible into shares of the Company’s common stock at $6.25 per share
(the “Conversion
Shares”) and are secured by shares of common stock pledged by the
Company’s majority shareholder, will mature in two years following the closing
date (“Closing
Date”) of the Offering and will bear interest at an annual rate equal to
six percent of the principal amount of the Notes, payable in cash or registered
shares of the Company’s common stock (the “Interest
Shares”). The conversion price of the Notes are subject to be
reset on the eleventh complete consecutive trading day following the date the
common stock underlying the Notes are freely tradable to the lower of the
then-existing conversion price and 90% of the average of the volume weighted
average prices for each of the ten complete consecutive trading days; provided,
however, that the conversion price shall not be reset below $2.75 per share as a
result of the foregoing adjustment.
The
Warrants will be exercisable for shares of the Company’s common stock (the
“Exercise
Shares”) for a period of three years following the Closing Date at an
exercise price of $6.5625 per share. The exercise price is subject to
be reset on the eleventh complete consecutive trading day following the date the
common stock underlying the Warrants are freely tradable to the lower of the
then-existing exercise price and 110% of the average of the volume weighted
average prices for each of the ten complete consecutive trading days; provided,
however, that the exercise price shall not be reset below $3.00 per share as a
result of the foregoing adjustment.
The
Conversion Shares, Exercise Share and Interest Shares, if any (collectively the
“Common
Shares”), are subject to standard anti-dilution provisions and are also
subject to caps such that in no event will the issuance of Common Shares exceed
19.99% of the total shares of Company common stock immediately prior to the date
of the Offering.
The
Transaction Documents include the Purchase Agreement, the Notes, the Warrants,
the Registration Rights Agreement between the Company and the Investors and the
Pledge Agreement among the Investors, the majority shareholder and the Company,
forms of which are furnished as Exhibits 10.1 to 10.5, respectively, to this
current report. Also on January 21, 2010, the Company and its
majority shareholder entered into the Voting Agreement furnished as Exhibit 10.6
to this report on Form 8-K in connection with the Offering.
On
January 19, 2010, the Company entered into a Placement Agent Agreement with FT
Global Capital, Inc. and Brean Murray, Carret & Co., who will act as lead
placement agent and co-placement agent, respectively, for the
Offering. The placement agent agreement is furnished as an Exhibit
10.7 to this current report.
Securities
Purchase Agreement dated January 21, 2010 between Kandi Technologies,
Corp. and the Investors listed on the Schedule of Buyers attached
thereto
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.