CLEANTECH SOLUTIONS INTERNATIONAL, INC. (NASDAQ:CLNT) Files An 8-K Entry into a Material Definitive Agreement
|Entry into a Material Definitive Agreement.|
On June 14, 2017, Cleantech Solutions International, Inc. (the
Company) entered into a Stock Purchase Agreement
(the SPA) with certain accredited investors to
which the investors purchased an aggregate of 290,000 shares (the
Shares) of the Companys common stock at a
purchase price of $3.00 per share. to the SPA, the investors have
piggyback registration rights until 90 calendar days after the
Shares are salable under Rule 144 promulgated under the
Securities Act of 1933, as amended (the Securities
Act) in the event that the Company proposes to file a
registration statement under the Securities Act with respect to
an offering of the Companys securities. The SPA also contains
customary representations, warranties, and covenants, including
covenants relating to public reporting.
The foregoing descriptions of the SPA do not purport to be
complete and are qualified in its entirety by reference to the
complete text of such SPA, which are incorporated herein by
reference and attached hereto as Exhibit 10.1.
|Item 3.02||Unregistered Sale of Equity Securities.|
The disclosure set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02.
The Shares were issued to an exemption from the registration
requirements of the Securities Act, Section 4(a)(2) of the
Securities Act and Regulation S promulgated thereunder.
Departure of Directors of Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
As previously reported on a Current Report on Form 8-K on June 7,
2017, the board of directors (the Board) of the
Company approved the appointment of Parkson Yip as Chief
Operating Officer of the Company, effective June 3, 2017.
In connection with Mr. Yips appointment, the Company entered into
an employment agreement (the Agreement) with Mr.
Yip on June 19, 2017, the terms of which became effective
immediately. to the Agreement, Mr. Yip will receive an annual
base salary of $150,000 and a sign-on bonus of $19,250 upon
signing the Agreement. Mr. Yips annual salary will be reviewed
annually by the compensation committee of the Board (the
Committee) and may be changed in the sole
direction of the Committee.
The term of the Agreement is effective as of June 19, 2017 and
will end on May 31, 2018 (the Initial Term).
After the Initial Term, Mr. Yips employment will continue on a
month-to-month basis with each additional term (each, an
Extension) ending on the last day of the
calendar month unless either party provides the other party with
30 days notice of non-renewal prior to the expiration of an
Prior to the expiration of the Initial Term or an Extension, the
Agreement can be terminated by the Company with or without cause
or upon Mr. Yips death or disability. Cause, as defined in the
Agreement, includes, but is not limited to: (i) repeated failure
or refusal to follow instructions from the Board or the Companys
Chief Executive Officer, provided that such instructions are
reasonable, specific, lawful and consistent with Mr. Yips duties
set forth in the Agreement, (ii) willful neglect or material
breach of duty, (iii) breach of confidentiality, non-compete and
non-solicitation provisions under the Agreement, (iv) breach of
trust for personal gain or benefit, (v) fraudulent or dishonest
conduct and (vi) conviction of felony and certain other crimes.
The Company may also terminate the Agreement without cause upon
30 days written notice. In addition, upon the Companys material
breach, Mr. Yip has the right to terminate the Agreement by
providing 10 days written notice.
If the Agreement is terminated by the Company without cause or by
Mr. Yip upon the Companys material breach, the Company shall pay
Mr. Yip severance in the amount equal to one months salary. Upon
termination for any other reason set forth in the Agreement, the
Company is only obligated to pay Mr. Yip any unpaid base salary
and any unreimbursed expenses incurred up to the termination.
The Agreement includes a confidentiality provision that lasts
perpetually and also a non-competition and non-solicitation
provision during Mr. Yips employment and for a period of one year
The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to the Agreement, a copy
of which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01.Financial Statements and Exhibits.
|10.1||Form of Stock Purchase Agreement dated June 14, 2017|
Employment Agreement, dated as of June 19, 2017, by and
between the Company and Parkson Yip
Cleantech Solutions International, Inc., ExhibitEX-10.1 2 f8k061417ex10i_cleantech.htm STOCK PURCHASE AGREEMENT Exhibit 10.1 Stock PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is dated as of June 14,…To view the full exhibit click
here About CLEANTECH SOLUTIONS INTERNATIONAL, INC. (NASDAQ:CLNT)
Cleantech Solutions International, Inc., through its subsidiaries, manufactures and sells textile dyeing and finishing machines and sells forged products and fabricated products to a range of clean technology customers, including high precision forged rolled rings and related components for the wind power industry and other industries. The Company operates through three segments: dyeing and finishing equipment segment, forged rolled rings and related components segment, and petroleum and chemical equipment segment. Through its dyeing and finishing equipment segment, the Company designs, manufactures and distributes a line of high and low temperature dyeing and finishing machinery to the textile industry. Through its petroleum and chemical equipment segment, the Company produces and sells coal chemical equipment, formaldehyde plant and downstream products, a range of heat exchangers, separators, tanks, towers, reaction kettles and other products to petroleum and chemical industries.