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YOSN > SEC Filings for YOSN > Form 8-K on 26-Aug-2013All Recent SEC Filings

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Form 8-K for YOSEN GROUP, INC.


26-Aug-2013

Unregistered Sale of Equity Securities, Financial Statements and Exhibits


Item 3.02. Unregistered Sales of Equity Securities.

On August 23, 2013, Yosen Group, Inc. (the "Company") consummated the sale of
(i) 1,000,000 units (each called a "Unit") to Jessie Wong pursuant to a Subscription Agreement dated August 23, 2013 (the "Wong Subscription Agreement") between the Company and Jessie Wong and (ii) 1,000,000 Units to Wa Cheung pursuant to a Subscription Agreement dated August 23, 2013 (the "Cheung Subscription Agreement") between the Company and Wa Cheung, with each Unit consisting of: (i) one (1) share of common stock, $0.001 par value per share (the "Common Stock"), of the Company and (ii) a three-year warrant to purchase one (1) share of Common Stock of the Company at an exercise price of US$0.25 per share, for an aggregate total purchase price of US$500,000.

The sale of the 1,000,000 Units to Jessie Wong and the sale of the 1,000,000 Units to Wa Cheung were each exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act") pursuant to Regulation S under the Act due to the fact that the offering of these shares was not made in the United States and that neither Jessie Wong nor Wa Cheung is a U.S. Person (as defined in the Act). The descriptions of the Wong Subscription Agreement and the Cheung Subscription Agreement are each qualified in their entirety by reference to Exhibits 10.1 and 10.2 to this Current Report on Form 8-K dated August 23, 2013 and filed with the Securities and Exchange Commission on August 26, 2013.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.   Description

10.1          Subscription Agreement dated August 23, 2013 between the Company and
              Jessie Wong.
10.2          Subscription Agreement dated August 23, 2013 between the Company and
              Wa Cheung.

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