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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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WASHINGTON,
DC 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
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Date
of report (Date of earliest event reported):
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January
31, 2008
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CHINA
SKY ONE MEDICAL, INC.
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(Exact
Name of Registrant as Specified in Charter)
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Nevada
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000-26059
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87-0430322
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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Room
1706, No. 30 Di Wang Building, Gan Shui Road,
Nandang
District, Harbin, People’s Republic of China 150001
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(Address
of Principal Executive Offices)
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Registrant's
telephone number, including area code:
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86-451-53994073
(China)
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(Former
Name or Former Address, if Changed Since Last Report)
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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:
o
Written communications pursuant to Rule 425 under the Securities
Act (17
CFR 230.425)
oSoliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
oPre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
oPre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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The
lead investor in the Offering (the “Investor Agent”), was
granted a right of first refusal, for
a period of eighteen (18) months after the later of the Closing
Date, or
the effective date of the Registration Statement (defined below),
to
purchase up to a maximum of $15,000,000 of any securities offered
by the
Company in any proposed offering of Common Stock, or other securities
or
debt obligations, except certain Excepted Issuances (as defined
in the
Purchase Agreement); and
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The
Company agreed that, if and whenever, within twelve (12) months
of the
Closing Date, it issues or sells, or is deemed to have issued or
sold, any
shares of Common Stock, or securities convertible into or exercisable
for
shares of Common Stock, or modifies any of the foregoing which
may be
outstanding (with the exception of certain excluded securities),
to any
person or entity at a price per share, or conversion or exercise
price per
share less than the Unit Purchase Price, then the Company shall
issue, for
each such occasion, additional shares of its Common Stock to the
Investors
in such number so that the average per share purchase price of
the shares
of Common Stock purchased by the Investors in the Offering shall
automatically be reduced to such other lower price per share (in
each
case, the “Additional Shares”). In
addition, the Investors will have the registration rights described
in the
Registration Rights Agreement with respect to such Additional
Shares.
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| · |
the
Adjusted EPS of the Company for the fiscal year ending December
31, 2007
is less than $0.80 per share, as set forth in the Company’s audited
financial statements; or
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the
Company’s accounts receivable exceeds $12,000,000 at the end of fiscal
2007, as set forth in the Company’s audited financial
statements.
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| · |
The
Class A Warrants shall be exercisable beginning on the six-month
anniversary of the Closing Date and will expire three years thereafter
(the “Expiration Date”).
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| · |
Commencing
on one-year anniversary of the Closing Date, in the event the
Warrant
Shares may not be freely sold by the holders of the Class A Warrants
(the
“Warrantholders”) due to the Company’s failure to satisfy its registration
requirements, and an exemption for such sale is not otherwise
available to
the Warrantholders under Rule 144, the Class A Warrants will
be
exercisable on a cashless basis.
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| · |
The
Exercise Price and number of Warrant Shares will be subject to
adjustment
for standard dilutive events, including the issuance of Common
Stock, or
securities convertible into or exercisable for shares of Common
Stock, at
a price per share, or conversion or exercise price per share less
than the
Exercise Price.
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| · |
At
anytime following the date a Registration Statement covering the
Warrant
Shares is declared effective, the Company will have the ability
to call
the Class A Warrants at a price of $0.01 per Class A Warrant, upon
thirty
(30) days prior written notice to the holders of the Class A Warrants,
provided (i) the closing price of the Common Stock exceeded $18.75
for
each of the ten (10) consecutive trading days immediately preceding
the
date that the call notice is given by the Company, and (ii) the
Company
has attained an Adjusted EPS of at least $1.75 per share for the
fiscal
year ending December 31, 2008, as set forth in the audited financial
statements of the Company.
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If,
among other things, the Company fails to cause a Registration Statement
covering the Warrant Shares to be declared effective prior to the
applicable dates set forth in the Registration Rights Agreement
(the
“Effectiveness Deadlines”), the Expiration Date of the Class A Warrants
shall be extended one day for each day beyond the Effectiveness
Deadlines.
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If
a Warrantholder exercises its Put Right, such Warrantholder’s right to
exercise the Class A Warrants shall be suspended, pending the satisfaction
of the Company’s obligations to pay the Warrantholder the applicable
Repurchase Price. Upon receipt of the Repurchase Price in full
by the
Warrantholder, the Warrantholder’s right to exercise the Class A Warrants
shall automatically and permanently terminate and expire, and the
Class A
Warrants shall be immediately cancelled on the books of the
Company.
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The
Warrantholder shall not be entitled to exercise a number of Class
A
Warrants in excess of the number of Class A Warrants upon exercise
of
which would result in beneficial ownership by the Warrantholder
and its
affiliates of more than 9.9% of the outstanding shares of Common
Stock of
the Company. This limitation on exercise may be waived by written
agreement between the Warrantholder and the Company; provided,
however,
such waiver may not be effective less than sixty-one (61) days
from the
date thereof.
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Exhibit
No.
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Description
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4.1
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Form
of Class A Warrant
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10.1
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Form
of Securities Purchase Agreement
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10.2
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Form
of Registration Rights Agreement
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10.3
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Form
of Make Good Agreement
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10.4
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Form
of Make Good Escrow Agreement
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10.5
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Form
of Put Agreement
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10.6
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Form
of Lock-up Agreement
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99.1
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Press
Release
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CHINA
SKY ONE MEDICAL, INC.
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(Registrant)
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Date:
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February
6, 2008
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By:
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/s/ Liu Yan Qing | |
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Liu
Yan Qing
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Chairman,
Chief Executive Officer and
President
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