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
COMMISSION
FILE NO.: 1-33726
Date
of Report: May 27, 2009
ADVANCED
BATTERY TECHNOLOGIES, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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22-2497491
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(State
of other jurisdiction of
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(IRS
Employer
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incorporation
or organization
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Identification
No.)
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21
West 39th
Street, Suite 2A, New York, New York
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10018
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(Address
of principal executive offices)
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(Zip
Code)
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212-391-2752
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(Registrant’s
telephone number including area
code)
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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))
Item
1.01
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Entry
into Material Definitive Agreement
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On May
27, 2009 Advanced Battery Technologies entered into a Securities Purchase
Agreement. The Securities Purchase Agreement provides that Advanced
Battery Technologies will sell 10,000 shares of Series E 0% Convertible
Preferred Stock (the “Preferred Shares”) and three series of common stock
purchase warrant: Class A Warrants, Class B Warrants and Class C Warrants
(collectively, the “Warrants”). The purchasers are four
accredited institutional funds. The aggregate purchase price for the
securities will be $10,000,000.
Each of the Preferred Shares will have
a face value of $1,000, for an aggregate of $10,000,000. The
Preferred Shares are convertible into common stock at a conversion price of
$3.79. Each Preferred Share will be entitled to a preferential
payment of $1,000 in the event of a liquidation of Advanced Battery
Technologies. The holder of Preferred Shares will have voting rights
equal to the number of common shares into which the Preferred Shares are
convertible.
The Class A Warrants will permit the
holders to purchase up to 1,187,335 shares of common stock from Advanced Battery
Technologies for a price of $4.92 per share. The Class A 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 Class A Warrants.
The Class B Warrants will permit the
holders to purchase up to 2,638,523 shares of common stock from Advanced Battery
Technologies for a price of $3.79. The Warrants expire on the later
of (a) November 25, 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 Class B Warrants,
the closing bid price for Advanced Battery Technologies common stock exceeds
$4.75 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 Class B Warrants to exercise the Warrants and purchase all 2,638,523
shares.
The Class C Warrants will 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 Class B
Warrants. The Class 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.
At the closing, Advanced Battery
Technologies will enter 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. $400,000.
Item
9.01
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Financial
Statements and Exhibits
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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.
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ADVANCED
BATTERY TECHNOLOGIES, INC.
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Dated:
May 28, 2009
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By:
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/s/ Fu
Zhiguo
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Fu
Zhiguo, Chief Executive Officer
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