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 1934
Date of
Report (date of earliest event reported): January 19, 2011
JIANGBO
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in charter)
Florida
(State or
other jurisdiction of incorporation)
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001-34763
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65-1130026
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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25
Haihe Road, Laiyang Economic Development
Laiyang
City, Yantai, Shandong Province, People’s Republic of China 265200
(Address
of principal executive offices and zip code)
(86)
535-7282997
(Registrant’s
telephone number including area code)
(Registrant’s
former name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of registrant under any of the following
provisions:
Item
1.01 Entry into a Material Definitive Agreement.
On
January 19, 2011, Jiangbo Pharmaceuticals, Inc. (the “Company”) and Pope
Investments LLC (“Pope”) entered into a Letter Agreement (the “Letter
Agreement”), whereby Pope agreed (i) to waive certain provisions set forth in
the Securities Purchase Agreement, by and between the Company and Pope Asset
Management LLC, dated as of November 6, 2007 (the “2007 Securities Purchase
Agreement”) with respect to the 6% Convertible Subordinated Debenture of the
Company dated November 6, 2007 issued to Pope (the “2007 Notes”), (ii) to waive
certain provisions set forth in the Securities Purchase Agreement, by and
between the Company and the investors who are parties thereto (collectively, the
“Investors”), dated as of May 30, 2008 (the “2008 Securities Purchase
Agreement”) with respect to the 6% Convertible Notes of the Company dated May
30, 2008, issued to the Investors (collectively, the “2008 Notes”), and (iii) to
waive certain provisions set forth in a Waiver Agreement dated February 15, 2010
by and between the Company and Pope (the “February Waiver Agreement”). Pope is
the holder of $3,500,000 principal amount of the 2007 Notes (the “2007 Pope
Notes”) and the holder of $11,500,000 aggregate principal amount of the 2008
Notes (the “2008 Pope Notes”, and collectively with the 2007 Pope Notes, the
“Pope Notes”). Capitalized terms used herein without definition shall have
the meanings ascribed to such terms in the 2007 Securities Purchase Agreement,
2008 Securities Purchase Agreement, the 2007 Notes, or the 2008
Notes.
Pursuant
to the Letter Agreement, Pope (i) agreed to continue to waive the Events of
Default that have occurred as a result of the Company’s failure to timely make
interest payments on the 2007 Notes and 2008 Notes that were due and payable on
November 30, 2009 (collectively, the “November Interest Payments”), (ii) to
waive the Events of Default that have occurred as a result of the Company’s
failure to timely make interest payments on the 2007 Notes and the 2008 Notes
that were due and payable on May 30, 2010 (the “May Interest Payments”), (iii)
to waive the Events of Default that have occurred as a result of the Company’s
failure to pay the aggregate outstanding principal amount, together with all
accrued interest thereon with respect to the 2007 Notes on November 30, 2010,
(iv) to waive the Events of Default that have occurred as a result of the
Company’s failure to timely make interest payments on the 2007 Notes and the
2008 Notes that were due and payable on November 30, 2010 (the “November 2010
Interest Payments”) and (v) to agree not to provide written notice to the
Company with respect to the occurrence of any of such Events of
Default.
Pursuant
to the terms of the Letter Agreement, the Company agreed that no later than
January 20, 2011, (A) it will pay to all holders of the 2007 Notes who make
certain representations set forth in the Letter Agreement to the Company, an
amount equal to the sum of (i) the interest payment that was due and payable on
the 2007 Notes on November 30, 2009 at the non-default rate of 6% per annum,
(ii) the interest payment that was due and payable with respect to the 2007
Notes on May 30, 2010 at the non-default rate of 6% per annum, and (iii) the
interest payment that was due and payable on the 2007 Notes on November 30, 2010
at the non-default rate of 6% per annum in shares of the Company’s common stock,
par value $0.001 per share, valued at $6.50 per shares (the “Interest Shares”),
and (B) it will pay to all holders of the 2008 Notes who make certain
representations set forth in the Letter Agreement to the Company, an amount
equal to the sum of (i) the interest payment that was due and payable on the
2008 Notes on November 30, 2009 at the non-default rate of 6% per annum, (ii)
the interest payment that was due and payable with respect to the 2008 Notes on
May 30, 2010 at the non-default rate of 6% per annum, and (iii) the interest
payment that was due and payable on the 2007 Notes on November 30, 2010 at the
non-default rate of 6% per annum in Interest Shares. The Company further
agrees that no later than January 20, 2011, it will pay to all holders of the
2007 Notes and the 2008 Notes who make certain representations set forth in the
Letter Agreement to the Company, an additional payment, with respect to (x) the
period beginning on June 1, 2009 and ending on November 30, 2009, (y) the period
beginning on December 1, 2009 and ending on May 30, 2010, and (z) the period
beginning on June 1, 2010 and ending on November 30, 2010, in shares of the
Company’s common stock, par value $0.001 per share, valued at $7.50 per share
(the “Penalty Shares” and, collectively with the Interest Shares, the “Shares”),
equal to the additional interest payable with respect to the 2007 Notes and the
2008 Notes for each of such periods at the rate of 10% per annum (such interest
payment shall be referred to herein as the “Special Interest
Payment”).
Pursuant
to the Letter Agreement, the Company agreed that (i) the number of Interest
Shares payable to all holders of the 2007 Notes and the 2008 Notes
shall be 366,048 shares of which, 273,547 shall be paid to Pope and (ii) the
number of Penalty Shares payable to all holders of the 2007 Notes and the 2008
Notes shall be 520,229 shares, of which 386,449 shall be paid to
Pope.
Pope
further agreed to waive each and every applicable provision of the 2007
Securities Purchase Agreement (including without limitation, Section 6.9 (Price
Adjustment), the 2008 Securities Purchase Agreement (including, without
limitation Section 4.17 (Right of First Refusal), Section 4.18 (Conversion Price
Adjustment, 4.21(c) (Additional Negative Covenants of the Company)), the 2007
Notes and the 2008 Notes, each to the extent necessary in order to permit the
Company (x) to make the payments of accrued interest at the option of the
holders of the 2007 Notes and/or the 2008 Notes in the form of Interest Shares
as set forth herein and (y) to make the Special Interest Payment. In
addition, Pope agreed that the Maturity Date (as defined in the 2007 Notes)
shall be extended to February 28, 2011.
The
Company became delinquent on the payment of interests under the 2007 Notes and
2008 Notes due to delays in its ability to transfer cash out of the People’s
Republic of China.
A copy of
the Letter Agreement is filed herewith as Exhibit 10.1 and is incorporated
herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information pertaining to the Company’s issuance of the Shares in
Item 1.01 is incorporated herein by reference in its entirety. The
Shares issuable to Pope and the other holders of the 2008 Notes will
not be registered under the Securities Act of 1933, as amended (the “Act”) and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. Pope is an accredited
investor. The issuance of the Shares to Pope is exempt from the registration
requirements of the Act in reliance on an exemption from registration provided
by Section 4(2) of the Act. Each of the other holders of the 2008 Notes is
required pursuant to the Letter Agreement and, as a condition to such holder’s
receipt of any Shares, to represent and warrant to the Company that
such holder is an accredited investor. The issuance of the Shares to the
other holders of the 2008 Notes will be exempt from the registration
requirements of the Act in reliance on an exemption from registration provided
by Section 4(2) of the Act. This Current Report on Form 8-K does not
constitute an offer to sell, or a solicitation of an offer to buy, any security
and shall not constitution an offer, solicitation or sale in any jurisdiction in
which such offering would be unlawful.
Item
8.01 Other Events.
On
January 21, 2011, the Company issued a press release announcing that it had
reached a settlement with the holder of its 2007 Notes and the holders of its
2008 Notes. The full text of the press release is set forth in
Exhibit 99.1 attached hereto.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
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10.1
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Letter
Agreement dated January 19, 2011 by and between Jiangbo Pharmaceuticals,
Inc. and Pope Investments LLC
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99.1
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Press
Release dated January 21,
2011
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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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JIANGBO
PHARMACEUTICALS, INC.
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By:
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Elsa Sung
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Name:
Elsa Sung
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Title:
Chief Financial Officer
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Dated:
January 24, 2011
Exhibit
Index
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Exhibit
No.
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Description
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10.1
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Letter
Agreement dated January 19, 2011 by and between Jiangbo Pharmaceuticals,
Inc. and Pope Investments LLC
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99.1
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Press
Release dated January 21,
2011
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