Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
OINK > SEC Filings for OINK > Form 8-K on 27-Mar-2014All Recent SEC Filings

Show all filings for TIANLI AGRITECH, INC.

Form 8-K for TIANLI AGRITECH, INC.


27-Mar-2014

Entry into a Material Definitive Agreement, Regulation FD Disclosure, Finan


Item 1.01 Entry into a Material Definitive Agreement.

On March 24, 2014, we entered into a subscription agreement with Mr. Ping Wang for the issuance and sale of 3,000,000 of our common shares (the "Shares") representing approximately 21.48% of our then outstanding 13,964,000 common shares, for a total purchase price of $6,000,000, or $2.00 per share. After giving effect to the sale, Mr. Wang will own approximately 17.68% of our outstanding common shares. The subscription agreement is filed as Exhibit 10.1 to this report (the "Subscription Agreement").

Mr. Wang is Chairman of Auxin Holdings Co., Ltd., a leading industrial park developer and operator headquartered in Beijing with over 5,000 employees and over RMB 1 billion in assets.

NASDAQ Marketplace Rule 5635(d) requires shareholder approval prior to the issuance of a number of our common shares in a private placement at a price less than the greater of book or market value which equals 20% or more of the outstanding common shares before the issuance, unless as a foreign private issuer organized under the laws of the British Virgin Islands, such issuance does not require shareholder approval. Although the per share closing price of our common shares on March 21, 2014, the last trading day prior to the date of the subscription agreement, was $1.77, the book value per share of our common shares was greater than $2.00. NASDAQ Marketplace Rule 5615(a)(3) permits a foreign private issuer to follow its home country practice in lieu of most of the requirements of the 5600 Series of the NASDAQ Marketplace Rules. In order to claim such an exemption, we must disclose the significant differences between our corporate governance practices and those required to be followed by U.S. domestic issuers under NASDAQ's corporate governance requirements. We previously determined to follow our home country rule which allowed us to sell more than 20% or more of our shares outstanding prior to the transaction for less than the greater of book or market value of the stock.

The proceeds of the sale will be used as working capital by our variable interest entity, Wuhan Fengze Agricultural Science and Technology Development Co., Ltd. As a condition of the sale, Mr. Wang agreed not to sell the Shares for 18 months and thereafter at not less than $2.00 per share. In addition, we agreed to use our best efforts to cause the election of Mr. Wang as a director.

Item 3.02 Sale of Unregistered Securities.

On March 26, 2014, we sold to Mr. Ping Wang 3,000,000 common shares, representing approximately 21.48% of our outstanding common shares immediately prior to the sale, for a total purchase price of $6,000,000, or $2.00 per share, pursuant to the Subscription Agreement. After giving effect to the sale, Mr. Wang will own approximately 17.68% of our outstanding common shares. The proceeds of the sale will be used as working capital by our variable interest entity, Wuhan Fengze Agricultural Science and Technology Development Co, Ltd. As a condition of the sale, Mr. Wang agreed not to sell the Shares for 18 months and thereafter at not less than $2.00 per share. We did not pay any brokerage or other commissions to an underwriter, broker-dealer or other person in connection with the sale.

The Shares were issued in an "off-shore" transaction exempt from the registration requirements of the Securities Act under Rule 903 of Regulation S of the Securities Act. Mr. Wang is a non-U.S. Person, as defined in Rule 902of Regulation S. The certificates evidencing the Shares were endorsed with restrictive legends in accordance with Regulation S.



Item 7.01 Regulation FD Disclosure.

On March 27, 2014, we issued a press release reporting the sale of the Shares to Mr. Ping Wang. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Exhibit 99.1 shall not be deemed as "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by us under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Subscription Agreement with Ping Wang dated March 24, 2014.
99.1 Press release dated March 27, 2014.


  Add OINK to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for OINK - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.