Amended Current Report Filing (8-k/a)
March 20 2014 - 3:57PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
(
AMENDMENT NO. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported):
March 19, 2014
KANDI TECHNOLOGIES GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
|
001-33997
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90-0363723
|
(State of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification)
|
Jinhua City Industrial Zone
Jinhua, Zhejiang Province
Peoples Republic of China
Post Code 321016
(Address of principal
executive offices)
(86-579) 8223-9700
Registrants 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):
[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 1.01 Entry into a Material Definitive Agreement.
As disclosed in Kandi Technologies Group, Inc.'s (the
Company) Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 19, 2014, the Company entered into a Securities Purchase
Agreement (the Purchase Agreement) with certain purchasers identified on the
signature pages thereto (the Buyers) pursuant to which the Company will sell
to the Buyers, in a registered direct offering, an aggregate of 606,000 shares
(the Shares) of common stock, par value $0.001 per share (Common Stock), at
a negotiated purchase price of $18.24 per share, for aggregate gross proceeds to
the Company of approximately
$
11,053,440
,
before deducting fees to
the placement agent and other estimated offering expenses payable by the
Company. As part of the transaction, the Buyers will also receive 90,900
warrants for the purchase of up to 90,900 shares of our Common Stock at an
exercise price of $22.80 per share (the Warrants). The Warrants have a term of
eighteen months and are exercisable by the holders at any time after the date of
issuance.
The Shares, the Warrants and the Common Stock issuable upon
exercise of the Warrants are being offered by the Company pursuant to an
effective shelf registration statement on Form S-3, which was filed with the
Securities and Exchange Commission on April 19, 2013 and was declared effective
on May 23, 2013 (File No. 333-188039). A prospectus supplement was filed with
the Securities and Exchange Commission on March 19, 2014.
This Amendment No. 1 to Form 8-K is filed in order to file the
legal opinion of McKenna Long & Aldridge LLP relating to the legality of the
issuance and sale of the Common Shares, the Warrants and the Common Stock
issuable upon exercise of the Warrants in the offering, which is attached as
Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
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.
KANDI TECHNOLOGIES GROUP, INC.
Date: March 20, 2014
|
By:
/s/ Hu
Xiaoming
|
|
Hu Xiaoming
|
|
Its: Chief Executive Officer and Chairman of
the
|
|
Board of Directors
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