Current Report Filing (8-k)
April 09 2018 - 5:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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April 6, 2018
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HIGHPOWER INTERNATIONAL, INC.
_____________________________________________________
(Exact name of registrant as specified in
its charter)
Delaware
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001-34098
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20-4062622
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Building A1, Luoshan Industrial Zone, Shanxia,
Pinghu, Longgang, Shenzhen, Guangdong, 518111, China
(Address,
including zip code, of principal executive offices)
Registrant’s telephone number, including area code
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(86) 755-89686238
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(Former name or former address, if changed
since last report.)
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))
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Items.
On April 6, 2018, Highpower International, Inc. (the
"Company") entered into a settlement agreement with FirsTrust China Ltd. (“FT”) with respect to claims
and counterclaims filed in the Court of Chancery of the State of Delaware. Pursuant to the settlement agreement the parties
agreed to mutual releases and to dismiss all claims, and the Company agreed to pay FT a total of $450,000. The first
installment of $212,500 will be paid with the issuance by the Company of 50,000 shares of common stock, and the second
installment of $237,500 will be paid by July 19, 2018 in cash or shares of common stock, at the Company’s discretion.
If the Company chooses to pay the second installment in the form of shares, the price per share will be based on the closing
price of the common stock on July 16, 2018. The shares of common stock will be issued to FT pursuant to the Company’s
existing shelf registration statement.
The opinion of counsel relating to the issuance of the shares
of common stock is attached hereto as exhibit 5.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
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.
Dated: April 9, 2018
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Highpower International, Inc.
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/s/
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Shengbin (Sunny) Pan
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By:
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Shengbin (Sunny) Pan
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Its:
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Chief Financial Officer
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