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ONBI.OB > SEC Filings for ONBI.OB > Form 8-K on 21-Dec-2009All Recent SEC Filings

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Form 8-K for ONE BIO, CORP.


21-Dec-2009

Other Events, Financial Statements and Exhibits


Item 8.01: Other Items

ONE Bio, Corp. ("ONE" or "Company") previously reported that on September 27, 2009, it entered into a Preferred Share Purchase Agreement with United Green Technology, Inc. ("UGTI") (the "UGTI Preferred Stock Purchase Agreement") pursuant to which the Company agreed to acquire 5,000 shares of UGTI Preferred Stock in consideration for our issuance to UGTI of 5,000,000 shares of our common stock. Each share of UGTI Preferred Stock carried the right to vote 1,000 votes on all matters submitted to the vote of the UGTI shareholders and was to be convertible into 1,000 shares of UGTI common Stock. On November 3, 2009, the Company and UGTI cancelled and replaced the UGTI Preferred Stock Purchase Agreement and entered into a Share Purchase Agreement (the "UGTI Share Purchase Agreement"). Pursuant to the UGTI Share Purchase Agreement we agreed to purchase from UGTI and UGTI agreed to sell to us 10,000 shares of UGTI Common Stock in consideration for a cash payment of $1,200,000 which is payable $180,000 on May 10, 2010 and $1,020,000 on November 10, 2010. As a result of the foregoing UGTI transactions, the Company is now 98% shareholder of UGTI.

The Company previously reported that on June 17, 2009, we acquired Thirty Thousand Two Hundred and Thirty Nine (30,239) shares of Green Planet Bioengineering, Co., Ltd. ("GP") preferred stock ("GP Preferred Stock"). Each share of the GP Preferred Stock (a) provided us with the right to vote 1,000 votes on all matters submitted to a vote of the shareholders of GP and (b) was to be convertible into 1,000 shares of GP common stock. We agreed to pay to GP for said shares of GP Preferred Stock $15,000,000 which was paid by Company through the issuance to GP of 10,329,551 shares of our common stock. As part of that transaction, GP has agreed that thirty-five percent (35%) of our common stock issued to GP was to be deposited into an Escrow and in the event GP's EBITDA for fiscal year 2009 is less than GP's EBITDA for fiscal 2008, the number of shares of our common stock issued to GP were to be proportionately reduced as provided for in the GP Preferred Stock Purchase Agreement (the "GP Preferred Stock Purchase Agreement"). Our shares of common stock issued to GP are also subject to a lockup and leak out period and we agreed to provide GP with one Piggy-Back Registration right as further defined in the GP Preferred Stock Purchase Agreement. The GP Preferred Stock Purchase Agreement was modified effective as of June 17, 2009, when the Company and GP amended and restated the GP Preferred Stock Purchase Agreement ("Amended and Restated GP Preferred Stock Agreement"). Pursuant to the Amended and Restated GP Preferred Stock Agreement,
(i) the number of GP Preferred Stock purchased by the Company was reduced from Thirty Thousand Two Hundred and Thirty Nine (30,239) preferred shares to Five Thousand One Hundred One (5,101) preferred shares and (ii) the purchase price of the GP Preferred Stock was reduced from $15 million to $5 million, which was paid by Company through the issuance to GP of 1,004,808 shares (5,024,038 pre-split shares) of Company's common stock. All other terms and conditions remained unchanged. As a result of the Amended and Restated GP Preferred Stock Agreement, the Company's percentage equity ownership in GP is approximately 83% (based on the current number of shares outstanding and assuming the exercise of all outstanding warrants and the conversion of all outstanding shares of GP Preferred Stock).


EXHIBITS:




Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.         Description

10.01       UGTI Share Purchase
            Agreement between United
            Green Technology, Inc. and
            ONE Bio, Corp. (formerly
            ONE Holdings, Corp.) dated
            November 3, 2009.

10.02       Amended and Restated GP
            Preferred Stock Agreement
            between Green Planet
            Bioengineering, Co., Ltd
            and ONE Bio, Corp.
            (formerly ONE Holdings,
            Corp.) effective as of June
            17, 2009.



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