China Solar & Clean Energy Solutions, Inc. - Current report filing (8-K)
March 03 2008 - 2:10PM
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): February 29, 2008
China
Solar & Clean Energy Solutions, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
000-12561
|
|
95-3819300
|
(State
of Incorporation)
|
|
(Commission
File No.)
|
|
(IRS
Employer
Identification
No.)
|
Building
3 No. 28, Feng Tai North Road, Beijing China, 100071
(Address
of principal executive offices, including zip code)
+86-10-63850516
(Registrant's
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):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
o
|
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.
On
February 26, 2008, China Solar & Clean Energy Solutions, Inc. (the
“Company”) filed a Current Report on Form 8-K (the “8-K”) describing a
Securities Purchase Agreement entered into by the Company on February 25, 2008
with a number of institutional investors (the “Investors”) providing for the
sale to the Investors of up to an aggregate of approximately 4.7 million shares
of the Company’s common stock (the “Shares”) for an aggregate purchase price of
up to approximately $11.3 million (or $2.40 per Share).
The
financing closed on February 29, 2008; all of the Shares were sold.
For
a
description of the transaction reference is made to the 8-K filed on February
26, 2008.
Item
3.02
Unregistered
Sales of Equity Securities
Reference
is made to Item 1.01 in the 8-K filed on February 26, 2008 for information
relating to the issuance of securities pursuant to the Securities Purchase
Agreement. The securities were issued in connection with a private placement
exempt from the registration requirements of Section 5 of the Securities Act
pursuant to the terms of Section 4(2) of that Act.
Item
3.03
Material
Modification to Rights of Security Holders
Reference
is made to Item 1.01 in the 8-K filed on February 26, 2007.
Item
7.01
Regulation
FD Disclosure
On
March
3, 2007, the Company issued a press release announcing the closing of the
Securities Purchase Agreement, as described in Item 1.01 above. The text of
the
press release issued by the Company is furnished herewith as Exhibit 99.1.
Item
9.01
Financial
Statements and Exhibits
Exhibit No
.
|
|
Description
of Exhibit
|
|
|
|
10.1.
|
|
Securities
Purchase Agreement dated as of February 25, 2008 by and among the
Company
and the investors named therein.
|
10.2
|
|
Registration
Rights Agreement dated as of February 25, 2008 by and among the Company
and the investors named therein
|
10.3
|
|
Make
Good Escrow Agreement dated as of February 25, 2008 by and between
the
Company, the investors named therein, Roth Capital Partners, LLC
and
Tri-State Title & Escrow, LLC, as escrow agent
|
10.4
|
|
Escrow
Agreement dated as of February 25, 2008 by and between the Company,
Roth
Capital Partners, LLC and Tri-State Title & Escrow, LLC, as escrow
agent
|
10.5
|
|
Waiver
and Consent dated as of February 25, 2008
|
99.1
|
|
Press
Release
|
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.
|
|
|
|
China
Solar & Clean Energy Solutions, Inc.
(Registrant)
|
|
|
|
Date:
February 29, 2008
|
By:
|
/s/
Deli Du
|
|
Deli
Du
|
|
President
and Chief Executive Officer
|
China Solar and Clean En... (PK) (USOTC:CSOL)
Historical Stock Chart
From Jun 2024 to Jul 2024
China Solar and Clean En... (PK) (USOTC:CSOL)
Historical Stock Chart
From Jul 2023 to Jul 2024