8-K

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 

Date of report (Date of earliest event reported):   May 4, 2012

CLEANTECH SOLUTIONS INTERNATIONAL, INC.

(Exact name of registrant as specified in Charter)

Delaware	001-34591	74-2235008
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

No. 9 Yanyu Middle Road

Qianzhou Village, Huishan District, Wuxi City

Jiangsu Province, People’s Republic of China  (Address of Principal Executive Offices)

(86) 51083397559

 (Registrant’s Telephone number)

Copies to:

Asher S. Levitsky PC

Ellenoff Grossman & Schole LLP

150 East 42nd Street

New York, New York 10017

Phone: (212) 370-1300

Fax: (646) 895-7182

E-mail: alevitsky@egsllp.com

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

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

Item 3.02  Unregistered Sales of Equity Securities

On May 4, 2012, the Company’s board of directors approved a previously negotiated agreement with Barron Partners LP, pursuant to which Barron, as the holder of warrants to purchase 55,160 shares of common stock at $12.00 per share and 165,000 shares of common stock at $16.98 per share, agreed to exchange or convert such warrants into (i) shares of the Company’s series A preferred stock which are convertible into 73,386 shares of common stock, and (ii) warrants to purchase 73,386 shares of this Corporation’s common stock at $2.70 per share, which was the market price of the common stock on the date the terms of the exchange were negotiated in February 2012.  The number of shares and exercise prices reflect the one-for-ten reverse split effective March 6, 2012.

On May 7, 2012, Barron converted 50% of the shares of series A preferred stock issued upon exchange of the warrants into 36,693 shares of common stock and exercised warrants to purchase 36,693 shares of common stock at $2.70 per share.

The issuance of the shares of series A preferred stock upon exchange for warrants and the issuance of share of common stock upon conversion of the series A preferred stock is exempt from registration pursuant to Section 3(a)(9) of the Securities Act as an securities exchanged by the Company with an existing security holder where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange and pursuant to Section 4(2) of the Securities Act a transaction not involving a public offering.  The issuance of the common stock upon exercise of the warrants is exempt from registration pursuant to Section 4(2) of the Securities Act as a transaction not involving a public offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Agreement between the Company and Barron Partners, LP

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.

Date: May 8, 2012	Cleantech Solutions International, Inc.
By:	/s/ Jianhua Wu
	Jianhua Wu
	Chief Executive Officer

EX-99.1

Exhibit 99.1

AGREEMENT

This agreement (the “Agreement”) dated this 7th day of February, 2012, by and among Barron Partners LP, a Delaware limited partnership (“Barron”) with a principal office at 730 Fifth Ave, 26 FL, New York, NY 10019 and Cleantech Solutions International., a Delaware corporation (the “Company”) with a principal office at No.9 Yanyu Middle Road, Qianzhou Town, Wuxi City, China.

W I T N E S S E T H:

WHEREAS, Barron owns common stock purchase warrants to purchase 551,591 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) at an exercise price of $1.20 per share (the “$1.20 Warrants”) and common stock purchase warrants to purchase 1,649,991 shares of Common Stock at an exercise price of $1.698 per share (the “$1.698 Warrants”), all of such warrants being referred to as the “Warrants”; and

WHEREAS, Barron is willing to surrender a third of the Warrants and exchange the remainder of the Warrants for  Company’s Series A Convertible Preferred Stock (the “Preferred Stock”)  and  new issue warrants with exercise price of $0.27 .

WHEREFORE, the parties do hereby agree as follows:

1.Warrant Surrender. Barron shall surrender 733,861  Warrants which the Company shall cancel.

2.Warrant Exchange. Barron shall exchange the remaining 1,467,721 Warrants for (i) 2,201,582 shares of Preferred Stock convertible into 733,861 shares of Common Stock as of the date of this Agreement and (ii) new warrants to purchase 733,861 shares of Common Stock at exercise price of $0.27 (the “New Warrants”).

3.Proceeds from New Warrants. All of the proceeds from future exercise of New Warrants shall be held in USA account of the Company  and shall be applied to pay expenses incurred by the Company in connection with its public listing, such as SEC fees, US legal an accounting fees.

4.This Agreement constitutes the entire agreement of the parties, superseding all prior or contemporaneous oral or written  agreements and understandings, and may not be modified or amended nor may any right be waived except by a writing which expressly refers to this Agreement, states that it is a modification, amendment or waiver and is signed by the parties.

5.This Agreement shall be governed by the laws of the State of New York applicable to agreements executed and to be performed wholly within such state, without regard to principals of conflicts of law.

IN WITNESS WHEREOF, this Agreement has been signed by the parties on and as of the date first aforesaid.

	Cleantech Solutions International By: /s/ Jianhua WU                                                                                       Jianhua WU
BARRON PARTNERS LP By: Barron Capital Advisors, LLC, general partner By: /s/ Andrew Barron Worden                                                                                     Andrew Barron Worden, Manager