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) January 13, 2014
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ARMCO METALS HOLDINGS, INC. |
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(Exact name of registrant as specified in its charter) |
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Nevada |
001-34631 |
26-0491904 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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One Waters Park Drive, Suite 98, San Mateo, CA |
94403 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code (650) 212-7620
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not applicable |
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(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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01 |
Entry into a Material Definitive Agreement. |
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Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Between May 2013 and September 2013 Henan Armco & Metawise Trading Co. Ltd., a subsidiary of Armco Metals Holdings, Inc., borrowed an aggregate of RMB 19,700,000 (approximately $3.26 million) from four lenders who are not our affiliates, three of whom were non-U.S. persons and the fourth was an accredited investor, under the terms of loan contracts. These loans matured between May 2013 and December 2013. Our subsidiary used the funds for working capital.
On January 13, 2013 we and our subsidiary entered into Note Exchange Agreements with each of these lenders pursuant to which we exchanged the loan contracts for 8% convertible notes in the aggregate amount of RMB 15,100,000 (approximately $2.5 million) which represented the remaining principal balance due under the loan contracts. The lenders waived any accrued but unpaid interest due prior to this exchange.
The convertible notes, which bear interest at the rate of 8% per annum, mature nine months from the date of issuance and, providing the stockholder approval described below has been received, are convertible at any time at the option of the holder into shares of our common stock at a conversion price of $0.317 per share. Interest is payable at maturity or conversion, and we have the right to prepay the notes at any time without penalty to us.
Our common stock is listed on the NYSE MKT and, under the rules of the exchange, we are required to obtain the prior consent of our stockholders to the issuance of the shares of our common stock upon the conversion of the notes. Under the terms of the Note Exchange Agreement and convertible notes, we agreed to use our best efforts to hold a special meeting of our stockholders as soon as practicable for the purpose of obtaining the consent of the holders of a majority of our issued and outstanding common stock to the conversion terms and conditions of the convertible notes. Until such time, if ever, that we receive this stockholder consent, the convertible notes are not convertible into our equity. If we should fail to receive the required stockholder consent prior to the maturity date of the notes, those notes will be due and payable in cash in accordance to their terms without penalty to us.
The terms and conditions of the Note Exchange Agreement and 8% convertible notes are identical, other than the principal amount of the notes. The foregoing description of the terms and conditions of the Note Exchange Agreement and 8% convertible notes are qualified in their entirety by reference to forms of these documents which are filed as Exhibits 10.34 and 4.6, respectively, to this report.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| 4.6 | Form of 8% convertible note |
| 10.34 | Form of Note Exchange Agreement |
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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ARMCO METALS HOLDINGS, INC. |
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Date:January 16, 2014 |
By:/s/ Kexuan Yao |
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Kexuan Yao, CEO and Chairman of the Board |
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Exhibit 4.6
FORM OF 8% CONVERTIBLE NOTE
THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, EITHER REGULATION S OR RULE 144 UNDER THE ACT (OR ANY SIMILAR RULES UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO ARMCO METALS HOLDINGS, INC., THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.
ARMCO METALS HOLDINGS, INC.
8% CONVERTIBLE NOTE
RMB; ______________ January _______, 2014
FOR VALUE RECEIVED, the undersigned, ARMCO METALS HOLDINGS, INC., a Nevada corporation (the “Company”), hereby promises to pay to the order of __________(the “Noteholder”), in lawful money of the People’s Republic of China, and in immediately payable funds, the aggregate unpaid principal amount of the loan described in the Note Exchange Agreement referred to below. The principal hereof outstanding and any unpaid accrued interest thereon shall be due and payable on the date which is nine (9) months from the date of this Note (the “Maturity Date”). This Note shall bear interest on the unpaid principal balance from time to time outstanding, until paid, at the rate of eight percent (8%) per annum, payable on the Maturity Date.
The Note has been issued pursuant to a Note Exchange Agreement of even date herewith between the Company and the Noteholder (the “Note Exchange Agreement”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Note Exchange Agreement. THE PROVISIONS OF THE NOTE EXCHANGE AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE.
1. PAYMENTS. The Company hereby promises to pay to the Noteholder, in lawful money of the People’s Republic of China, and in immediately payable funds, the principal sum of the amount outstanding at the Maturity Date unless theretofore converted as hereinafter provided. The principal amount hereof and any unpaid accrued interest thereon shall be due and payable on the Maturity Date (unless such payment date is accelerated as provided in Section 4 hereof). Payment of all amounts due hereunder shall be made at the address of the Noteholder provided for in the Note Exchange Agreement. The Company further promises to pay interest at the rate of 8% per annum on the outstanding principal balance hereof, such interest to be payable as provided above.
2. PREPAYMENT. This Note may be prepaid, in whole or in part, without penalty with five (5) days prior written notice to the Noteholder.
3. CONVERSION. At any time prior to the Maturity Date, and providing that the holders of a majority of the outstanding shares of the Company’s common stock (the “Common Stock”) have approved the issuance of such shares at a special meeting of stockholders called for such purpose, the outstanding principal amount of this Note, together with all accrued but unpaid interest hereunder (the “Outstanding Balance”), is convertible into shares of Common Stock at the option of the Noteholder at a conversion price of US$0.317 per share (the “Conversion Price”).
In order to convert the Outstanding Balance, Noteholder shall deliver to the Company a written Election to Convert, a form of which is attached hereto as Exhibit A. Upon receipt of the written Election to Convert, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Noteholder, and in such name or names as the Noteholder may designate, a certificate or certificates for the full number of shares of Common Stock so purchased upon conversion of the Note. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such securities as of the date of delivery of the Election to Convert, notwithstanding that the certificate or certificates representing such securities shall not actually have been delivered or that the stock transfer books of the Company shall then be closed.
In the event that the outstanding Common Stock of the Company hereafter is restructured or revised by recapitalization, reclassification, combination of shares, stock split or split-up or stock dividend, the aggregate number and kind of Common Stock subject to conversion under this Note shall be adjusted appropriately, both as to the number of shares of Common Stock and the Conversion Price. No fractional shares will be issued upon conversion, but any fractional share will be rounded up to the nearest whole share of Common Stock.
In case of any sale exchange, tender offer, redemption or buyout of the Company’s Common Stock, or any consolidation of the Company with or merger of the Company into another corporation, or in case of any sale, transfer or lease to another corporation of all or substantially all other property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Noteholder an agreement that the Noteholder shall have the right thereafter, upon payment of the per share Conversion Price in effect immediately prior to such action, to convert, on the same basis which it would have or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had such conversion been accomplished immediately prior to such action. Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided herein. These provisions shall similarly apply to successive consolidations, mergers, sales, transfers or leases. This right shall terminate following notice by the Company and failure of Noteholder to exercise the option to convert as provided above.
4. DEFAULT. The occurrence of any one of the following events shall constitute an Event of Default upon notice thereof as hereinafter provided:
(a) The non-payment, when due, of any principal or interest pursuant to this Note, and such failure continues unremedied for a period of ten (10) days after written or facsimile notice from Noteholder to the Company of such failure;
(b) The material breach of any representation in this Note or in the Note Exchange Agreement. In the event the Noteholder becomes aware of a breach of this Section 4(b), the Noteholder shall notify the Company in writing of such breach and the Company shall have thirty (30) days’ notice to effect a cure of such breach; or
(c) The commencement against the Company of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, receivership, dissolution or liquidation law or statute or any jurisdiction, whether now or hereafter in effect, provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless the Company consents to the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed for thirty (30) days; or the issuance of any order, judgment or decree for the appointment of a receiver or trustee for the Company or for all or a substantial part of the property of the Company, which order, judgment or decree remains undismissed for thirty (30) days; or a warrant of attachment, execution, or similar process shall be issued against any substantial part of the property of the Company.
Upon the occurrence of any Event of Default, the Noteholder may, by written notice to the Company, declare all or any portion of the unpaid principal amount due to Noteholder, together with all accrued interest thereon, immediately due and payable.
5. NOTICES. Any notice, request, instruction, or other document required by the terms of this Note, or deemed by any of the parties hereto to be desirable, to be given to any other party hereto shall be in writing and shall be given by personal delivery, overnight delivery, mailed by registered or certified mail, postage prepaid, with return receipt requested, or sent by facsimile transmission to the addresses of the parties set forth below each party’s signature on the Note Exchange Agreement. The persons and addresses set forth below each party’s signature on the Note Exchange Agreement may be changed from time to time by a notice sent as aforesaid. If notice is given by personal delivery or overnight delivery in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time of such delivery provided a receipt is obtained from the recipient. If notice is given by mail in accordance with the provisions of this Section, such notice shall be conclusively deemed given upon receipt and delivery or refusal. If notice is given by facsimile transmission in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time of delivery if during business hours and if not during business hours, at the next business day after delivery, provided a confirmation is obtained by the sender.
6. GOVERNING LAW. This Note shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada applicable to contracts made and to be performed entirely therein, without giving effect to the rules and conflicts of law.
7. CONFORMITY WITH LAW. It is the intention of the Company and of the Noteholder to conform strictly to applicable usury and similar laws. Accordingly, notwithstanding anything to the contrary in this Note, it is agreed that the aggregate of all charges which constitute interest under applicable usury and similar laws that are contract for, chargeable or receivable under or in respect of this Note, shall under no circumstances exceed the maximum amount of interest permitted by such laws, and any excess, whether occasioned by acceleration or maturity of this Note or otherwise, shall be canceled automatically, and if theretofore paid, shall be either refunded to the Company or credited on the principal amount of this Note.
IN WITNESS WHEREOF, the Company has signed and sealed this Note and delivered it as of January 13, 2014.
Armco Metals Holdings, Inc. By: _______________________________ Kexuan Yao, Chief Financial Officer
EXHIBIT A
FORM OF ELECTION TO CONVERT
The undersigned, the holder of the attached Note, hereby irrevocably elects to exercise their right to convert $_____________ of the Note into shares of the Common Stock of Armco Metals Holdings, Inc., a Nevada corporation, as more fully described in the Note, and requests that the certificates for such securities be issued in the name of, and delivered to, ______________________________, whose address is ______________________________________________________________.
Dated:__________________________ SIGNATURE:
___________________________________________
(Signature must conform in all respects to name
of Noteholder as specified in the Note)
___________________________________________
(Insert Social Security or Federal Tax I.D.
Number of Noteholder)
IF NOTE IS HELD JOINTLY, BOTH PARTIES MUST SIGN:
___________________________________________
(Signature must conform in all respects to name
of Noteholder as specified in the Note)
___________________________________________
(Insert Social Security or Federal Tax I.D.
Number of Joint Noteholder)
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EXHIBIT 10.34
NOTE EXCHANGE AGREEMENT
THIS NOTE EXCHANGE AGREEMENT (the “Agreement”) is made and entered in this 13th day of January, 2014 by and among Armco Metals Holdings, Inc., a Nevada corporation (the “Corporation”), Henan Armco & Metawise Trading Co., Ltd., a Chinese company (the “Subsidiary”) and _______________(the “Lender”).
RECITALS:
WHEREAS, the Corporation is a U.S. publicly traded company, listed on the NYSE MKT (the “Exchange”), and the shares of its common stock are registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
WHEREAS, the Subsidiary is a wholly-owned subsidiary of the Corporation.
WHEREAS, on __________, 2013 the Subsidiary borrowed RMB __________ from the Lender under the terms of a Loan Contract, a copy of which is attached hereto as Exhibit A and incorporated herein by such reference (the “Loan Contract”).
WHEREAS, there is RMB __________ of principal due by the Subsidiary under the Loan Contract (the “Loan”) based upon the currency conversion rates in effect on the date hereof.
WHEREAS, the Subsidiary and the Corporation desire to exchange the Loan Contract for a convertible promissory note in the principal amount of the Loan and the Lender has agreed to such exchange (the “Note Exchange”).
WHEREAS, it is the intention of the parties hereto that the Note Exchange shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on an exemption provided by Regulation S promulgated thereunder.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the parties hereto agree as follows:
Section 1. Note Exchange
1.1 The Lender hereby exchanges the Loan Contract for the convertible promissory note (the “Note”) in the form attached hereto as Exhibit B in full and complete satisfaction of all obligations of the Subsidiary under the Loan Contract. The Lender waives the payment of any accrued but unpaid interest due under the Loan Contract. Following the execution of this Agreement, the Lender shall tender the original Loan Contract to the Corporation for cancellation. The failure, however, of the Lender to deliver the original Loan Contract to the Corporation shall not effect the cancellation of all obligations thereunder as set forth herein.
1.2 The Corporation will use its reasonable best efforts to hold a special meeting of its stockholders as soon as practicable for the purpose of obtaining the consent of the holders of a majority of its issued and outstanding common stock (the “Shares”) to the conversion terms and conditions of the Note (the “Stockholder Approval”), which such meeting shall be called and held in accordance with the continued listing requirements of the Exchange and the rules and regulations of the United States Securities and Exchange Commission, including under the Exchange Act.
Section 2. Representations and Warranties of the Lender
The Lender represents and warrants to the Corporation as follows:
2.1 The Lender is the sole and exclusive owner of the Loan Contract which is owned and held free and clear of all rights, claims, liens and encumbrances. The Lender has the power to enter into this Agreement and to carry out its obligations hereunder. This Agreement has been duly executed by the Lender and constitutes the valid and binding obligation of the Lender, enforceable against the Lender in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights.
2.2 Neither the Lender nor any person or entity for whom the Lender is acting as fiduciary is a “U.S. Person.” For the purposes of this Agreement, a “U.S. Person” means any one of the following: (i) any natural person resident in the United States of America; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U.S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States; or (viii) any partnership or corporation if (a) organized or incorporated under the laws of any foreign jurisdiction; and (b) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.
2.3 The Lender acknowledges that the Note shall not be convertible until such time, if ever, that the Stockholder Approval is obtained. In the event the Stockholder Approval is not obtained despite the best efforts of the Corporation, the Note shall become due and payable in accordance with its terms and the Lender shall have no right to convert such Note into equity of the Corporation. The Lender further acknowledges that should it elect to convert the Note, the Corporation makes no representations or warranties as to either (i) continued existence of a public market for the Corporation’s securities and/or the future the market price of its Common Stock, or (ii) the ability of the Lender to sell the Shares and receive net proceeds equal to or greater than the amount of the Note. The Corporation shall not be obligated to pay the Lender any amount or otherwise issue the Lender any additional Shares to make up any “short fall” between the value of the Shares the Lender may receive upon their ultimate sale and the amount of the Loan.
2.4 The Lender is acquiring the Note for the Lender’s own account and the Lender is not acquiring the Note on behalf of any U.S. Person. The Lender is not an “affiliate” of the Corporation as such term is defined in the Exchange Act.
2.5 Providing that the Stockholder Approval has been obtained and the Note becomes convertible by its terms, all subsequent offers and sales of the Shares which may be issued upon the conversion of the Note will be made (a) outside the United States in compliance with Rule 903 or Rule 904 of Regulation S, (b) pursuant to registration of the Shares under the Securities Act, or (c) pursuant to an exemption from such registration. The Lender acknowledges that the Corporation has no obligation to register the Note or the Shares under the Securities Act or otherwise. Each certificate representing the Shares will have the following or substantially similar legend thereon:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A “U.S. PERSON” AS THAT TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE SECURITIES ACT UNLESS THE SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ARMCO METALS HOLDINGS, INC. HAS BEEN PROVIDED WITH AN OPINION OF COUNSEL SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
2.6 The Lender represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the Note Exchange and the execution of this Agreement by the Lender, including (i) the legal requirements within Lender’s jurisdiction, (ii) any foreign exchange restrictions applicable to the Note Exchange and the acceptance of the Note in full satisfaction of the Loan Contract, (iii) any governmental or other consents that may need to be obtained by Lender, and (iv) the income tax and other tax consequences, if any, that may be relevant to the Note Exchange, holding and/or conversion of the Note, and sale or transfer of the Shares.
Section 3. Representations and Warranties of
the Corporation and the Subsidiary
The Corporation and the Subsidiary each represent and warrant to the Lender as follows:
3.1 The entity is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed, and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased or operated and such business is now conducted.
3.2 The entity has all necessary corporate power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of the entity enforceable against it in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights.
Section 4. Covenants
4.1 Each party hereto agrees to pay its own costs and expenses incurred in negotiating this Agreement and consummating the transactions described herein.
4.2 The parties shall execute such documents and other papers and take such further action as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.
Section 5. Survival of Representations and Warranties
of the Lender and the Corporation
Each party shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other party contained in this Agreement or in any document delivered by such other party or any of its representatives, in connection with the transactions contemplated by this Agreement. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof for 12 months following the date of this Agreement.
Section 6. Miscellaneous
6.1 The waiver of a breach of this Agreement or the failure of any party hereto to exercise any right under this agreement shall in no event constitute waiver as to any future breach whether similar or dissimilar in nature or as to the exercise of any further right under this Agreement.
6.2 This Agreement may be amended or modified only by an instrument of equal formality signed by the parties or the duly authorized representatives of the respective parties.
6.3 This Agreement shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. This Agreement is not assignable except by operation of law.
6.4 Until otherwise specified in writing, the mailing addresses of both parties of this Agreement shall be as follows:
If to the Corporation One Waters Park Drive and the Subsidiary: Suite 98 San Mateo, CA 94403 Attention: Kexuan Yao, Chief Executive Officer Telecopier: 650-212-7630
If to the Lender:
_________________
or such other place as may be designed by a party pursuant to the terms of this Agreement. Any notice or statement given under this Agreement shall be deemed to have been given if sent by certified mail, return receipt requested, overnight courier or personal delivery, to the other party(ies) at the addresses indicated above or at such other address or number as may be furnished in writing in accordance with this paragraph.
6.5 This Agreement shall be governed and construed in accordance with the laws of the State of Nevada, without regard to the conflicts of law provisions thereof.
6.6 This Agreement (including the Exhibits hereto) and the Note executed and delivered in connection with the consummation of the transactions contemplated herein contain the entire agreement among the parties with respect to the Note Exchange, and supersede all prior agreements, written or oral, with respect thereto.
6.7 The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
6.8 The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or other provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof.
6.9 This Agreement may be executed in any number of counterparts, each of which, when so executed, shall constitute an original copy hereof, but all of which together shall consider but one and the same document. This Agreement may be executed and delivered by facsimile transmission and when so executed and delivered shall have the same effect as if the receiving party had received an original counterpart of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
ARMCO METALS HOLDINGS, INC.
By:
Kexuan Yao,
Chief Executive Officer
HENAN ARMCO & METAWISE
TRADING CO., LTD.
By:
Kexuan Yao,
Chief Executive Officer
LENDER:
_______________________________
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