Unassociated Document
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): August 3, 2009 (July 28,
2009)
CHINA
ADVANCED CONSTRUCTION MATERIALS GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-141568
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20-8468508
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1515
Broadway, 11th Floor
New York,
NY 10036
(Address
of principal executive offices)
+86 10
82525361
(Registrant's
telephone number, including area code)
Yingu
Plaza, 9 Beisihuanxi Road, Suite 1708
Haidian
District, Beijing 100080
People’s
Republic of China
(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):
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.
On July 28, 2009, China Advanced Construction Materials
Group, Inc. (the “Company”) entered into subscription agreements (the
“Subscription Agreements”) with 357 Chinese investors (the “Investors”) pursuant
to which the Company issued and sold to the Investors, and the Investors
purchased from the Company, an aggregate of 650,988 shares of the Company’s
common stock, par value $0.001, (the “Common Stock”) for an aggregate purchase
price of $1,497,272.40, or $2.30 per share of Common Stock.
The
foregoing description of the terms of the Subscription Agreements is qualified
in its entirety by reference to the provisions of the Subscription Agreements, a
form of which is included as Exhibit 10.1 to this Form 8-K and incorporated by
reference herein.
Item
3.01. Unregistered Sales of
Equity Securities.
The
information pertaining to the sale of the Common Stock in Item 1.01 is
incorporated herein by reference in its entirety. The Common Stock issuable to
the Investors pursuant to the Subscription Agreements has not been registered
under the Securities Act of 1933, as amended, and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements. The Company intends to issue the Common Stock in
reliance on the exemption from registration provided by Regulation S. 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
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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Form
of Subscription Agreement
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SIGNATURE
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CHINA
ADVANCED CONSTRUCTION
MATERIALS GROUP, INC. |
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/s/ Xianfu
Han |
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Xianfu
Han
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Chief
Executive Officer
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Dated:
August 3, 2009
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