Item 3.02 Unregistered Sales of Equity Securities.
On July 14, 2014, General Steel Holdings, Inc., a Nevada corporation (the
"Company"), entered into a Subscription Agreement (the "Subscription Agreement")
with Zuosheng Yu (the "Investor"), the Company's Chief Executive Officer and a
member of the Company's Board of Directors, relating to a private placement (the
"Private Placement") of the Company's common stock, par value $0.001 per share
("Common Stock"). Pursuant to the Subscription Agreement, the Investor agreed to
purchase from the Company and the Company agreed to sell to the Investor five
million (5,000,000) shares of Common Stock at a purchase price of $1.50 per
share (the "Purchase Price"), for an aggregate amount of $7,500,000.00, subject
to closing conditions set forth in the Subscription Agreement, including
obtaining requisite approval from the Company's stockholders, pursuant to
applicable New York Stock Exchange rules ("Stockholder Approval"). The Company
expects to obtain Stockholder Approval and close the Private Placement during
August, 2014. The Purchase Price represents a 23% premium to the volume weighted
average closing price of the Common Stock from March 5, 2014 to July 11, 2014,
which ranged from $0.90 to $1.47 per share of Common Stock during the period.
The purchase and sale of the Common Stock detailed above is exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to Section 4(a)(2) of the Securities Act and
Regulation D promulgated thereunder ("Regulation D"), based upon the
representations made by the Investor that he was an "accredited investor" (as
such term is defined under Rule 501 of Regulation D) and that he was purchasing
such securities without a present view toward a distribution of the securities.
In addition, there was no general advertisement conducted by the Company in
connection with the sale of the securities.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
10.1 Subscription Agreement dated as of July 14, 2014 and entered into by
and between the Company and Zuosheng Yu