SkyPeople Fruit Juice, Inc. (NASDAQ:SPU) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement
On April 12, 2017, SkyPeople Fruit Juice, Inc. (the
Company) entered into a Securities Purchase Agreement (the
Purchase Agreement) with certain purchasers identified on
the pages thereto (the Purchasers), to which the Company
will offer to the Purchasers, in a registered direct offering, an
aggregate of 862,097 shares (the Shares) of common stock,
par value $0.001 per share (Common Stock).The Shares will
be sold to the Purchasers at a negotiated purchase price of $3.10
per share, for aggregate gross proceeds to the Company of
$2,672,500,before deducting fees to the placement agent and other
estimated offering expenses payable by the Company.The Shares are
being offered by the Company to an effective shelf registration
statement on Form S-3, which was originally filed with the
Securities and Exchange Commission on August 3, 2015, amended on
February 17, 2017, and was declared effective on February 23,
2017 (File No. 333-206353) (the Registration Statement).
In a concurrent private placement, the Company is also issuing to
the each of the Purchasers a warrant to purchase one (1) share of
the Companys Common Stock for each share purchased under the
Purchase Agreement, to that certain Common Stock Purchase
Warrant, by and between the Company and each Purchaser (each, a
Warrant, and collectively, the Warrants).The
Warrants will be exercisable beginning on the six month
anniversary of the date of issuance at an initial exercise price
of $5.20 per share and will expire on the five and a half year
anniversary of the date of issuance.
The Warrants and the shares of the Companys Common Stock issuable
upon the exercise of the Warrants (the Warrant Shares) are
not being registered under the Securities Act of 1933, as amended
(the Securities Act), to the Companys Registration
Statement, and are instead being offered to the exemption
provided in Section4(a)(2)under the Securities Act.Each Purchaser
is either (i) an accredited investor as defined in Rule
501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities
Act or (ii) a qualified institutional buyer as defined in Rule
144A(a) under the Securities Act. Each Purchaser, either alone or
together with its representatives, has enough knowledge and
experience to be considered a sophisticated investor, has access
to the type of information normally provided in a prospectus for
a registered securities offering, and has agreed not to resell or
distribute the Warrants or the Warrant Shares to the public
except to sales registered or exempted under the Securities Act.
In connection with the private placement and in accordance with
the Purchase Agreement, the Company is required to file a
registration statement on Form S-1 within 45 calendar days after
the date of the Purchase Agreement to provide for the resale of
the Warrant Shares.
Rodman Renshaw, a unit of H.C. Wainwright Co., is serving as our
placement agent in connection with the offering under the
Purchase Agreement and will receive warrants to purchase our
Common Stock in an amount equal to 4% of our Shares sold to the
Purchasers in the offering on substantially the same terms as the
Warrants, with an initial exercise price of $5.20 per share,
except that the termination date shall be April 12, 2022 and the
warrants shall have certain transfer restrictions to FINRA Rule
5110 (the Placement Agent Warrants).
The Warrants will be issued as individual warrant agreements to
investors, and the Placement Agent Warrants will be issued as an
individual warrant agreement to the placement agent.
Per the terms of the Purchase Agreement, the Company has agreed
with the Purchasers to the following: (i) that subject to certain
exceptions, the Company will not, within the ninety day period
immediately following the closing of the offering, enter into any
agreement to issue or announce the issuance or proposed issuance
of any securities; (ii) the Company will not, during the period
in which the Warrants are outstanding, enter into an agreement to
effect a Variable Rate Transaction, as that term is defined in
the Purchase Agreement; and (iii) until the one-yearanniversary
of the closing of the offering, the Company will not undertake a
reverse or forward stock split or reclassification of the Common
Stock without the prior written consent of the Purchasers holding
a majority in interest of the Shares then outstanding and still
held by them, subject to certain exceptions.
The Company also agreed to indemnify each of the Purchasers
against certain losses resulting from its breach of any
representations, warranties or covenants under agreements with
each of the Purchasers, as well as under certain other
circumstances described in the Purchase Agreement.
The representations, warranties and covenants contained in the
Purchase Agreement and Warrants were made solely for the benefit
of the parties to the Purchase Agreement and Warrants. In
addition, such representations, warranties and covenants (i)are
intended as a way of allocating the risk between the parties to
the Purchase Agreement and Warrants and not as statements of
fact, and (ii)may apply standards of materiality in a way that is
different from what may be viewed as material by shareholders of,
or other investors in, the Company. Accordingly, the form of
Purchase Agreement and form of Warrant are filed with this report
only to provide investors with information regarding the terms of
transaction, and not to provide investors with any other factual
information regarding the Company. Shareholders should not rely
on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of
facts or condition of the Company. Moreover, information
concerning the subject matter of the representations and
warranties may change after the date of the Purchase Agreement
and Warrants, which subsequent information may or may not be
fully reflected in public disclosures.
The form of Purchase Agreement and form of Warrant are filed as
Exhibits 10.1 and 4.1, respectively, to this Current Report
onForm8-K.The foregoing summary of the terms of the Purchase
Agreement and Warrants is subject to, and qualified in its
entirety by, the form of Purchase Agreement and form of Warrant,
which are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity
Securities
Please see the disclosure regarding the Warrants and the Warrant
Shares set forth under Item 1.01, which is incorporated by
reference into this Item 3.02.
Item8.01 Other Events
On April 13, 2017, the Company issued a press release announcing
the offering described in Item 1.01 above, a copy of which is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference. Exhibit 99.1 to this Report on Form 8-K shall not be
deemed filed for purposes of Section18 of the Securities Exchange
Act of 1934 (the Exchange Act) or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 or
the Exchange Act.
Item9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit No. | ExhibitTitleorDescription | |
| 4.1 | Form of Common Stock Purchase Warrant | |
| 10.1 | Form of Securities Purchase Agreement | |
| 99.1 | Press Release |
About SkyPeople Fruit Juice, Inc. (NASDAQ:SPU)
SkyPeople Fruit Juice, Inc. is a holding company. The Company is engaged in the production and sale of fruit juice concentrates, including fruit purees, concentrated fruit purees and concentrated fruit juices; fruit beverages, including fruit juice beverages and fruit cider beverages, and other fruit-related products, including primarily organic and non-organic fresh fruits, dried fruit, preserved fruit, fructose in and from the People’s Republic of China (PRC). The Company operates through six segments: concentrated apple juice and apple aroma, concentrated kiwifruit juice and kiwifruit puree, concentrated pear juice, fruit juice beverages, fresh fruits and vegetables, and others. Its concentrated apple juice and apple aroma is primarily produced by the Company’s Huludao Wonder factory; concentrated pear juice is primarily produced by the Company’s Jiangyang factory. Its other products include fructose, concentrated turnjujube juice, and other by products, such as kiwifruit seeds. SkyPeople Fruit Juice, Inc. (NASDAQ:SPU) Recent Trading Information
SkyPeople Fruit Juice, Inc. (NASDAQ:SPU) closed its last trading session 00.00 at 5.19 with 289,676 shares trading hands.