Current Report Filing (8-k)
04 March 2016 - 8:03AM
Edgar (US Regulatory)
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): February 26, 2016
CLEANTECH
SOLUTIONS INTERNATIONAL, INC.
(Exact
name of registrant as specified in Charter)
Nevada |
|
001-34591 |
|
90-0648920 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File No.) |
|
(IRS
Employee
Identification No.) |
No.
9 Yanyu Middle Road
Qianzhou
Village, Huishan District, Wuxi City
Jiangsu
Province, People’s Republic of China
(Address
of Principal Executive Offices)
(86)
51083397559
(Registrant’s
Telephone number)
Copies
to:
Asher
S. Levitsky PC
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas
New
York, New York 10105
Phone:
(212) 370-1300
Fax:
(646) 895-7182
E-mail:
alevitsky@egsllp.com
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):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐ 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))
Item
3.02. Unregistered Sale of Equity Securities.
On
March 1, 2016, the board of directors of Cleantech Solutions International, Inc. (the “Company”) ratified one-year
agreements with FirsTrust China Ltd. dated as of January 13, 2016 and FCJ Investments, Inc. dated as of January 1, 2016, pursuant
to which FirsTrust and FCJ agreed to perform services relating to preparing and implementing new business plans for the Company
with the objective of improving the Company’s long-term growth, which may include the evaluation of potential strategic
relationships for the Company, and authorized the issuance, as consideration for such services, of 400,000 shares of common stock
to FirsTrust and 200,000 shares of common stock to FCJ. The Company issued 200,000 shares of common stock to FirsTrust and 100,000
shares of common stock to FCJ on March 3, 2016, and agreed to issue the balance of the shares in July 2016 provided that the agreements
are in force on such date. The issuance of the shares to FirsTrust is exempt from registration pursuant to Regulations S of the
SEC, and the issuance of the shares to FCJ is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended, as a transaction not involving a public offering. No brokerage fee or commission was paid in connection with such
stock issuances.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officer; Compensatory
Arrangements of Certain Officers.
On
February 26, 2016, Adam C. Wasserman resigned as the Company’s chief financial officer. Mr. Wasserman’s resignation
did not result from any disagreement with the registrant on any matters relating to the registrant’s operations, policies
or practices. Mr. Wasserman will continue as a consultant with the Company assisting with the transition to the new chief financial
officer and to provide training and other professional services financial services to the Company as needed.
On
March 1, 2016, the board of directors appointed Wanfen Xu as its chief financial officer. Ms. Xu, age 35, previously served as
the registrant’s chief financial officer from March 14, 2012 through December 12, 2012, and from December 2012 until February
2016, she served as the financial controller of Wuxi Huayang Electrical Power Equipment Co., Ltd. (“Electrical”) and
Wuxi Huayang Dyeing Machinery Co., Ltd. (“Dyeing”), which are variable interest entities whose financial statements
are included in the Company’s consolidated financial statements. Ms. Xu also served as the financial controller of Electrical
and Dyeing from 2009 to 2011. Ms. Xu receives compensation at the annual rate of RMB120,000, which is equivalent to approximately
$18,300.
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.
Date: March 3, 2016 |
Cleantech Solutions International, Inc. |
|
|
|
|
By: |
/s/ Jianhua Wu |
|
|
Jianhua Wu |
|
|
Chief Executive Officer |
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