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| SYMX > SEC Filings for SYMX > Form 8-K on 25-Sep-2012 | All Recent SEC Filings |
25-Sep-2012
Completion of Acquisition or Disposition of Assets, Results of Opera
As previously disclosed, on June 18, 2012, Synthesis Energy Systems, Inc. (the "Company") entered into a Share Purchase Agreement (the "Hongye Agreement") with Hongye International Investment Group Co., Ltd. ("Hongye"), pursuant to which Hongye will acquire 6,175,093 shares (the "Hongye Shares") of the Company's common stock, par value $.01 per share (the "Common Stock"), for $1.50 per share, for an aggregate purchase price of $9,262,639, and entered into a Share Purchase Agreement (the "Zhongmo Agreement") with Shanghai Zhongmo Investment Management Co., Ltd. ("Zhongmo"), pursuant to which Zhongmo will acquire 4,177,335 shares (the "Zhongmo Shares," and together with the Hongye Shares, the "Shares") of the Common Stock for $1.50 per share, for an aggregate purchase price of $6,266,002. Copies of the Hongye Agreement and the Zhongmo Agreement are incorporated by reference herein as Exhibits 10.1 and 10.2, respectively.
On September 21, 2012, the Company received gross proceeds of approximately $8.7 million from Hongye and issued 5,777,700 shares to Hongye. Hongye is expected to pay the remaining approximately $596,000 of their aggregate purchase price for their shares, and receive the balance of their shares, at the closing of the Zhongmo transaction.
On September 25, 2012, the Company issued an earnings release announcing the financial results for its fiscal fourth quarter, and fiscal year, ended June 30, 2012. A copy of the press release is furnished herewith as Exhibit 99.2.
The text set forth in Item 2.01 regarding the sale of the Shares to Hongye under the Hongye Agreement is incorporated into this section by reference.
On September 24, 2012, the Company issued a press release announcing the partial closing of the transactions contemplated by the Hongye Agreement. A copy of the press release is furnished herewith as Exhibit 99.1.
(a) Financial Statements of business acquired
None.
(b) Pro Forma Financial Information
None.
None.
(d) Exhibits
10.1 Share Purchase Agreement dated June 18, 2012 among Synthesis Energy Systems, Inc. and Hongye International Investment Group Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 19, 2012).
10.2 Share Purchase Agreement dated June 18, 2012 among Synthesis Energy Systems, Inc. and Shanghai Zhongmo Investment Management Co., Ltd. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on June 19, 2012).
*99.1 Press Release dated September 24, 2012 relating to the Hongye closing.
*99.2 Press Release dated September 25, 2012 relating to fourth quarter and fiscal year financial results.
* = Furnished herewith
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