UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
FORM
8-K/A
(Amendment
No. 1)
_____________________
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
COMMISSION
FILE NO.: 1-33726
Date
of Report: June 17, 2009
|
ADVANCED
BATTERY TECHNOLOGIES, INC.
|
|
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
Delaware
|
22-2497491
|
|
(State
of other jurisdiction of
|
(IRS
Employer
|
|
incorporation
or organization
|
Identification
No.)
|
|
|
|
|
|
|
|
15
West 39th
Street, Suite 14A, New York, New York
|
10018
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
|
|
|
|
|
|
212-391-2752
|
|
(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:
□ 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))
This amendment is being filed to report
the filing of an amendment to the Certificate of Designation of the Series F
Preferred Stock relating to the voting rights of the holders of that
security.
|
Item
3.02
|
Unregistered
Sale of Equity Securities
|
On June
17, 2009 Advanced Battery Technologies sold 7,000 shares of Series F 0%
Convertible Preferred Stock (the “Preferred Shares”) and three series of common
stock purchase warrant: Series A Warrants, Series B Warrants and Series C
Warrants (collectively, the “Warrants”) pursuant to a Securities Purchase
Agreement made as of June 12, 2009. The purchasers were four
accredited institutional funds.
The
aggregate purchase price for the securities was $7,000,000. From the
proceeds of the offering, Advanced Battery Technologies will pay a fee of
$350,000 to Rodman & Renshaw, LLC, which acted as the placement agent for
the offering. Advanced Battery Technologies will also reimburse
Rodman & Renshaw, LLC for its out-of-pocket expenses, and will issue to
Rodman & Renshaw, LLC warrants to purchase 87,500 shares of common
stock. In the event that any of the Series A, Series B or Series C
Warrants are exercised, Advanced Battery Technologies will pay five percent of
the exercise price to Rodman & Renshaw, LLC.
Each of the Preferred Shares has a face
value of $1,000, for an aggregate of $7,000,000. The Preferred Shares
are convertible into common stock at a conversion price of
$4.00. Each Preferred Share is entitled to a preferential
payment of $1,000 in the event of a liquidation of Advanced Battery
Technologies. The holder of each Preferred Share has voting rights
equal to the number of shares of common stock into which the Preferred Share
would be convertible if the conversion price were $4.23.
The Series A Warrants will permit the
holders to purchase up to 787,500 shares of common stock from Advanced Battery
Technologies. The Series A Warrants, as well as the warrants issued
to Rodman & Renshaw, LLC, may be exercised for a price of $4.92 per share of
common stock. The Series A Warrants and the Rodman & Renshaw
warrants expire in five years and six months. Cashless exercise is
permitted only if there is no effective registration statement permitting resale
of the common shares underlying the Series A Warrants.
The Series B Warrants permit the
holders to purchase up to 1,750,000 shares of common stock from Advanced Battery
Technologies for a price of $4.00. The Warrants expire on the later
of (a) December 9, 2009 or (b) 30 days after the effective date of the
registration statement referenced below or (c) 30 days after the shareholders of
Advanced Battery Technologies approve an increase in the authorized common
stock. Cashless exercise is permitted only if there is no
effective registration statement permitting resale of the common shares
underlying the Warrants. If, during the life of the Series B
Warrants, the closing bid price for Advanced Battery Technologies common stock
exceeds $5.00 for ten consecutive trading days with at least 400,000 shares
trading volume, then Advanced Battery Technologies is entitled to force the
holders of the Series B Warrants to exercise the Warrants and purchase all
1,750,000 shares.
The Series C Warrants permit the
holders to purchase common stock from Advanced Battery Technologies for a price
of $5.68. The number of shares that may be purchased will equal 25%
of the number of shares sold upon exercise of the Series B
Warrants. The Series C Warrants expire in five years and six
months. Cashless exercise is permitted only if there is no effective
registration statement permitting resale of the common shares underlying the
Warrants.
Advanced Battery Technologies entered
into a Registration Rights Agreement with the purchasers, pursuant to which
Advanced Battery Technologies is required to file with the Securities and
Exchange Commission a registration statement that will, when declared effective,
permit the purchasers to offer to the public the common shares issuable upon
conversion of the Preferred Shares and the common shares issuable upon exercise
of the Warrants.
In order for there to be sufficient
common shares authorized for issuance upon conversion of the Preferred Shares
and the Warrants, the certificate of incorporation of Advanced Battery
Technologies must be amended to increase the number of shares of common stock
authorized for issuance. At the Annual Meeting of Shareholders
scheduled for June 25, 2009, the Board of Directors will propose that the
shareholders authorize such an increase. The Securities Purchase
Agreement provides that if the increase is not authorized on that date, then
once each month until the increase is authorized, Advanced Battery must pay to
the investors liquidated damages equal to 4% of the purchase price of the
securities – i.e. $280,000.
The sale of the securities was exempt
from registration with the Securities and Exchange Commission pursuant to Rule
506, by reason of the fact that there was no general solicitation in connection
with the offering, and the fact that the purchasers were accredited investors
with sufficient knowledge and experience to be capable of evaluating the merits
and risks of the investment, who were purchasing for investment for their own
accounts.
Item
9.01 Financial
Statements and Exhibits
Exhibits
|
3-a
|
Certificate
of Designation of Series F 0% Convertible Preferred Stock – filed with
initial Report on June 23, 2009.
|
|
3-a(1)
|
Certificate
of Amendment of Certificate of Designation of Series F 0% Convertible
Preferred Stock.
|
|
10-a
|
Securities
Purchase Agreement dated June 12, 2009 among Advanced Battery
Technologies, Inc. and certain named Purchasers – filed as an exhibit to
the Current Report on Form 8-K dated June 15, 2009 and filed on June 15,
2009, and incorporated herein by reference.
|
|
10-b
|
Letter
of Understanding Regarding Series E and Series F 0% Convertible Preferred
Stock of Advanced Battery Technologies, Inc. – filed with initial Report
on June 23, 2009.
|
|
10-c
|
Registration
Rights Agreement dated June 12, 2009 among Advanced Battery Technologies,
Inc. and certain named Purchasers – filed with initial Report on June 23,
2009.
|
|
10-d
|
Form
of Series A Common Stock Purchase Warrant issued on June 17, 2009 – filed
with initial Report on June 23, 2009.
|
|
10-e
|
Form
of Series B Common Stock Purchase Warrant issued on June 17, 2009 – filed
with initial Report on June 23, 2009.
|
|
10-f
|
Form
of Series C Common Stock Purchase Warrant issued on June 17, 2009 – filed
with initial Report on June 23, 2009.
|
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.
|
|
ADVANCED
BATTERY TECHNOLOGIES, INC.
|
|
Dated:
June 25, 2009
|
By:/s/ Fu
Zhiguo
|
|
|
Fu Zhiguo, Chief Executive Officer
|