m1121008k.htm
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: January 12, 2010
CHINA
NORTH EAST PETROLEUM HOLDINGS LIMITED
(Exact
name of Registrant as specified in its charter)
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Nevada
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000-49846
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87-0638750
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification Number)
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of
incorporation)
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445
Park Avenue, New York, New York 10022
(Address
of principal executive offices)
(212)
307-3568
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities
Act
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Item
1.02 Termination of a
Material Definitive Agreement.
As
previously reported, on December 17, 2009, China North East Petroleum Holdings
Limited (the “Company”) completed its public offering of $13.5 million of its
common stock. On January 12, 2010, the Company used a portion of the net
proceeds from the issuance of the Company’s common stock to repay in full its 8%
Secured Debenture (the “Debenture”) issued to Lotusbox Investments Limited
(“Lotusbox”) on February 28, 2008 for the principal amount of
$15,000,000.
As of
January 11, 2010, the total amount owed on the Debenture was $10,734,739.73,
which includes remaining principal plus accrued interest. In addition to using
the proceeds from it’s December 2009 public offering, the Company also applied
the aggregate exercise price of $2,038,479.30 from the exercise of the Series B
Common Stock Purchase Warrants issued to Lotusbox on February 28, 2008 (the
“Series B Warrants”) to purchase 867,438 shares of the Company’s common stock at
the exercise price of $2.35 per share to offset the repayment of the Debenture.
The Debenture would have matured on February 28, 2012. No early termination or
prepayment penalties were incurred by the Company in connection with such
termination.
As result
of the repayment of the Debenture, the following agreements pursuant to which
the Company granted certain security interests to Lotusbox were terminated: (1)
a share pledge agreement whereby the Company granted to Lotusbox a pledge on 66%
of the Company’s equity interest in Song Yuan North East Petroleum Technical
Services Co. Ltd. (“Song Yuan Technical”), a PRC corporation and 90% owned
subsidiary of the Company, as collateral to secure the Debenture; (2) a security
agreement whereby the Company granted to Lotusbox a security interest in certain
properties of the Company as collateral to secure the Debenture; and (3) an
option agreement where by the Company granted Lotusbox an option to purchase up
to 24% of the registered capital of Song Yuan Technical at fair market value
which option shall vest immediately on the date following the occurrence of an
event of default which results in the acceleration of the
Debenture.
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
NORTH EAST PETROLEUM
HOLDINGS
LIMITED
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Date:
January 13, 2010
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By:
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/s/
Wang Hongjun
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Wang
Hongjun
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President,
Chairman and Chief Executive
Officer
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