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 AND EXCHANGE ACT OF 1934
Date
of
Report (Date of Earliest Event Reported): February 6, 2007 (February 6,
2007)
IRISH
MAG, INC.
(Exact
name of registrant as specified in its charter)
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Florida
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333-132119
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59-1944687
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(State
of Incorporation)
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(Commission
File No.)
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(IRS
Employer ID No.)
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Unit
D,
Block 2, Tian An Cyber Park
Chegongmiao,
Shenzhen, Guangdong, 518040
People’s
Republic of China
(Address
of Principal Executive Offices)
Registrant’s
Telephone Number, Including Area Code: (+86)
755 -8835-2899
(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
January 17, 2007, Irish Mag, Inc. (the “Company”) reported its entry on January
16, 2007 into a securities purchase agreement (“Securities Purchase Agreement”)
with two accredited investors led by Pinnacle China Fund, L.P. (the
“Investors”), which, as amended, obligated the Company to issue and sell to the
Investors up to 7,868,422 shares (the “Shares”) of the Company’s common stock
equaling 19.96% of the issued and outstanding capital stock of the Company,
for
a purchase price, in the aggregate, of up to $14,950,001.80 or
$1.90 per share,
half of
which were to be issued for one-half of the aggregate purchase price
on
or before January 31, 2007 (the “First Closing”) and the remaining half of which
were to be issued for
the
balance of the aggregate purchase price
on or before April 30, 2007 (the “Second Closing”). On February 1, 2007, the
Company reported its consummation of the First Closing and its issuance of
one-half of the Shares or 3,934,211
Shares to
the Investors for one-half of the aggregate purchase price.
On
February 6, 2007, the Company completed the Second Closing contemplated by
the
Securities Purchase Agreement, pursuant to which the Investors acquired from
the
Company the remaining 3,934,211 Shares for the balance of the aggregate purchase
price. For details regarding the Securities
Purchase Agreement, as amended, see the current reports on Form 8-K filed by
the
Company on January 17, 2007 and on February 1, 2007.
ITEM
3.02 UNREGISTERED
SALES OF EQUITY SECURITIES.
On
February 1, 2007, the Company reported its consummation of a private placement
pursuant to which the Company sold to two accredited investors 7,868,422 shares
of the Company’s common stock, for
a
purchase price, in the aggregate, of up to $14,950,001.80 or
$1.90 per share, and reported that one-half
of the Shares were issued on that date. On February 6, 2007, the Company issued
the remaining 3,934,211 Shares for the balance of the aggregate purchase price.
The combined Shares
represent 19.96% of the outstanding capital stock of the Company.
Roth
Capital Partners, LLC (“Roth”) acted as the Company’s placement agent and
Oppenheimer & Co., Inc. (“Oppenheimer”) acted as a finder in connection with
the offering of the Shares. As compensation for its services, Roth received
a
cash fee equal to 7% of the gross proceeds received from the sale of the Shares,
of which a 20% cash fee was paid by the Company directly to Oppenheimer. Roth
also received warrants to purchase 550,789 shares of common stock of the
Company, representing 7% of the gross proceeds received from the sale of the
Shares divided by the per share price of the Shares, 20% of which will also
be
payable by the Company directly to Oppenheimer. The warrants will have a term
of
five years, will be exercisable immediately on issuance and will have an
exercise price equaling 120% of the per share purchase price of the Shares.
For
details regarding the private
placement see the current report on Form 8-K filed by the Company on February
1,
2007.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS.
(d) Exhibits.
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10.1*
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Securities
Purchase Agreement, dated January 16, 2007, among Irish Mag, Inc.
and the
investors signatory thereto [incorporated by reference to Exhibit
10.1 of
the current report on Form 8-K filed by the Company on January 17,
2007].
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10.2*
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Amendment
No. 1 to the Securities Purchase Agreement, dated January 31, 2007,
among
Irish Mag, Inc. and the investors signatory thereto [incorporated
by
reference to Exhibit 10.2 of the current report on Form 8-K filed
by the
Company on February 1, 2007].
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*
Incorporated by reference.
SIGNATURE
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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IRISH
MAG, INC.
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By:
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/s/
Jiang Huai Lin
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Jiang
Huai Lin
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Chairman
and Chief Executive Officer
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Dated:
February 6, 2007
EXHIBIT
INDEX
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Number
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Description
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10.1*
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Securities
Purchase Agreement, dated January 16, 2007, among Irish Mag, Inc.
and the
investors signatory thereto [incorporated by reference to Exhibit
10.1 of
the current report on Form 8-K filed by the Company on January 17,
2007].
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10.2*
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Amendment
No. 1 to the Securities Purchase Agreement, dated January 31, 2007,
among
Irish Mag, Inc. and the investors signatory thereto [incorporated
by
reference to Exhibit 10.2 of the current report on Form 8-K filed
by the
Company on February 1, 2007].
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*
Incorporated by reference.