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 EARLIEST REPORTED EVENT: AUGUST 2, 2007
CHINA
NATURAL GAS, INC.
(Exact
name of Registrant as specified in its charter)
|
Delaware
|
001-31539
|
98-0231607
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
19th
Floor, Building B, Van Metropolis
Tang
Yan Road, Hi-Tech Zone
Xian,710065,
Shaanxi Province
China
(Address
of principal executive offices)
86-29-88323325
(Registrant’s
telephone number, including area code)
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
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
Item
1.01 Entry into a Material Definitive Agreement
On
August
2, 2007, China Natural Gas, Inc., a Delaware corporation (the “Company”) entered
into a Securities Purchase Agreement with investors named therein (the
“Investors”) to sell in a private placement to the Investors 4,615,385 shares of
the Company’s common stock, par value $0.0001 per share (the “Common Stock”) for
$3.25 per share (the “Shares”) and warrants to purchase up to 692,308 shares of
Common Stock exercisable for a period of five years at an exercise price of
$7.79 per share (the “Investor Warrants”), for an aggregate purchase price of
$15,000,000. The Company issued the Shares on the same day and will issue the
Investor Warrants upon the effective filing of the its Certificate of Amendment
of Articles of Incorporation with the Secretary of State of the State of
Delaware to increase its total authorized Common Stock.
The
Company also entered into a Registration Rights Agreement with the Investors,
pursuant to which the Company is obligated to file a registration statement
registering the resale of the Shares and Common Stock issuable upon the exercise
of the Investor Warrants.
Brean
Murray, Carret & Co., LLC acted as the sole placement agent in the
transaction, and received a fee of $1,049,999.97 (7% of the gross proceeds)
and
will receive a warrant to purchase 75,000 shares of Common Stock (the “Placement
Agent Warrant”). The Placement Agent Warrant is identical to the Investor
Warrants.
Copies
of
the Securities Purchase Agreement, form of the Warrant and the Registration
Rights Agreement described above are filed as Exhibits 10.1 and 10.2 and the
above summary of the agreements is qualified in its entirety by reference to
such agreements, which are incorporated herein.
Item
3.02 Unregistered Sale of Equity Securities
As
described in more detail in Item 1.01 of this Report on Form 8-K, on August
2,
2007, the Company issued to the Investors the Shares and agreed to issue the
Investor Warrants and the Placement Agent Warrants upon the effective filing
of
the its Certificate of Amendment of Articles of Incorporation with the Secretary
of State of the State of Delaware to increase its total authorized Common Stock.
The issuance of the shares of Common Stock described in the preceding sentence
is exempt from registration under the Securities Act of 1933 (the “Act”) by
reason of the exemption provided by Section 4(2) of the Act for a transaction
not involving a public offering.
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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Securities
Purchase Agreement dated as of August 2, 2007 by and between the
Company
and the Investors named therein and form of Warrants
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|
10.2
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|
Registration
Rights Agreement dated as of August 2, 2007 by and between the Company
and
the Investors named therein.
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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 NATURAL GAS, INC. |
|
|
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| Date:
August 7, 2007 |
|
/s/ Qinan
Ji |
| |
Qinan
Ji
Chief
Executive Officer
|
| |
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EXHIBIT
INDEX
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Exhibit
No.
|
|
Description
|
|
10.1
|
|
Securities
Purchase Agreement dated as of August 2, 2007 by and between the
Company
and the Investors named therein and form of Warrants
|
|
10.2
|
|
Registration
Rights Agreement dated as of August 2, 2007 by and between the Company
and
the Investors named therein.
|