f35948k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
Current
Report Pursuant to Section 13 or 15(d)
Of
the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): March 5, 2009
CHINA
NORTH
EAST PETROLEUM
HOLDINGS LIMITED
(Exact
Name of Registrant as Specified in its Charter)
Nevada
(State or
Other Jurisdiction of Incorporation)
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000-31539
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87-0638750
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(Commission
File Number)
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(IRS
Employer Identification No.)
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445
Park Avenue, New York, New York 10022
(Address
of Principal Executive Offices) (Zip Code)
(212)
307-3568
(Registrant’s
Telephone Number, Including Area Code)
(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 the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
Amendment
to 8% Secured Debenture and Warrants
On March
5, 2009, the Company and Lotusbox Investments Limited (the “Investor”) entered
into Amendment No. 1 to 8% Secured Debenture (the “Amendment”) which
amended the 8% Secured Debenture (the “Debenture”) issued to the Investor on
February 28, 2008 for the principal amount of $15,000,000. Pursuant
to the Amendment, the Investor agreed to extend the Company’s requirement to
effect a listing of its common stock on either the NYSE Alternext US LLC
(formerly known as the American Stock Exchange) or NASDAQ until August 30, 2010,
and the Company agreed to issue warrants to purchase up to (1) 250,000 shares of
common stock at a per share exercise price of $2.00 and (2) 250,000 shares of
common stock at a per share exercise price of $2.35 (together, the
“Warrants”). Also pursuant to the Amendment, the parties have agreed
to amend the principal repayment schedule of the Debenture as
follows:
Repayment
Date
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Repayment
Amount
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August
28, 2008
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$750,000
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March
28, 2009
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$1,250,000
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June
28, 2009
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$1,250,000
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September
28, 2009
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$1,250,000
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December
28, 2009
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$1,250,000
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March
28, 2010
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$1,875,000
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August
28, 2010
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$2,500,000
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February
28, 2011
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$2,500,000
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August
28, 2011
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$1,500,000
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February
28, 2012
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$875,000
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Total
Principal Payment
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$15,000,000
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The
Company is obligated to file a registration statement registering the resale of
share of the Company’s common stock issuable upon exercise of the Warrants on or
before the March 5, 2010 (the “Filing Date”). On the 180th day
following the Filing Date and each sixth month anniversary thereafter until the
registration statement is declared effective, the Company must execute and
deliver to the Investor new warrants to purchase up to a total of 62,500 on the
same terms as the Warrants.
Settlement
and Release Agreement
On March
5, 2009, the Company and Topworth Asset Limited (“Topworth”) entered into a
Settlement and Release Agreement (the “Settlement”) whereby the Company and
Topworth agreed to mutually release each other from any and all claims they have
against each other, including any and all claims and counterclaims pending in
the action brought by the Company in the Third District Court, State of Utah,
Civil Case Number 070911868 (the “Action”). Under the Settlement, the
parties’ shall dismiss the Company’s complaint and Topworth’s
counterclaim. The 627,360 shares of common stock in the Company held
in the name of Topworth (the “Shares”) that were a subject of dispute in the
Action shall be disposed of on the following material terms: Topworth
shall deliver all certificates representing the Shares to a designated
custodian; the custodian shall hold the certificates until at least June 26,
2009; and, thereafter, the custodian shall release 100,000 of the Shares to
Topworth each month until November 30, 2009, when Topworth will be entitled to
receive all of the remaining Shares. The custodian shall release the
Shares without any restriction on Topworth’s ability transfer or sell the Shares
imposed by the Company subject to restrictions under the Securities Act of 1933,
as amended. The Shares have been held in Topworth’s name and have
been included in the Company’s outstanding shares; as such the Shares will not
have an additional dilutive effect on the Company’s shareholders.
The
Company does not have any pending litigation other than the above referenced
matter.
Item
3.02 Unregistered Sales of Equity Securities
The
description of the issuance and terms of the Warrants to the Investor and the
entering into of the Amendment is set forth above in Item 1.01 and is hereby
incorporated by reference into this Item 3.02.
The
Warrants are issued in reliance on Regulation S of the Securities Act of 1933,
as amended. As discussed above, the shares underlying the Warrants
issued to the Investor are entitled to registration rights as set forth in the
Warrants.
Item
9.01 Financial Statements and Exhibits.
Exhibits
4.1
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Form
of Warrants
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10.1
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Amendment
No. 1 to 8% Secured Debenture
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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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CHINA
NORTH EAST PETROLEUM HOLDINGS LIMITED.
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(Registrant)
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Date:
March 6, 2009
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By:
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/s/ Hongjun
Wang |
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Chief
Executive Officer
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