Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 15, 2012
SINO AGRO FOOD, INC.
Registrant’s telephone number, including area code: (860) 20 22057860
Sichenzia Ross Friedman Ference LLP
61Broadway, 32nd Floor
New York, NY 10006
Attn. Marc Ross, Esq.
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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to (i) securing capital for general working purposes, (ii) changes in governmental policies and regulations, economic conditions, the impact of competition and pricing, and (iii) other risks and in statements filed from time to time with the Securities and Exchange Commission (the “SEC”). All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Commencing on January 16, 2012, Sino Agro Food, Inc. (the “Company”) has issued shares of its common stock, par value $.0001 per share (the “Shares”), to then holders of its notes in consideration for the conversion thereof. The number of Shares issued, their respective dates of issuance and the dollar amount of the notes converted in connection with each issuance are set forth below.
In addition, on August 16, 2012, the Company issued 906,000 Shares to its employees.
Consequently, during the period beginning January 16, 2012 and ending on September 17, 2012, the Company issued an aggregate of 24,894,024 Shares. The Shares issued in consideration for extinguishment of debt were issued pursuant to the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(2) thereof, whereas the Shares issued to the Company’s employees were issued pursuant to the exemption from registration provided by Rule 144 under the Securities Act.
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.