Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On August 27, 2014
, Orient Paper, Inc.
(the "Company") entered into a Securities
Purchase Agreement (the "Securities Purchase Agreement") with certain investors
(collectively, the "Purchasers") pursuant to which the Company has agreed to
issue and sell to the Purchasers in a registered public offering (the
"Offering") an aggregate of 1,562,500 shares of the Company's common stock
(collectively, the "Shares") and warrants to purchase an aggregate of 781,250
shares of the Company's common stock (collectively, the "Warrants") at a
purchase price of $1.60
per share, for aggregate expected gross proceeds of
. Net proceeds, after deducting the Placement Agent Fee (described
below) and other estimated offering expenses payable by the Company, are
expected to be approximately $2.17 million
. The Company expects that the
Offering will close on or about September 3, 2014
, subject to the satisfaction
of customary closing conditions. The Company intends to use the net proceeds
from the Offering for working capital and general corporate purposes.
Pursuant to the terms of the Securities Purchase Agreement, at the closing, each
Purchaser will be issued a Warrant to purchase up to a number of shares of the
Company's common stock equal to 50% of the shares issued to such Purchaser. The
Warrants have an exercise price of $1.70
per share, with two warrants being
exercisable for one share of common stock, are exercisable immediately upon
issuance and have a term of exercise equal to five years from the date of
issuance of the Warrants.
The Shares, Warrants, and the shares of common stock issuable upon exercise of
the Warrants (the "Warrant Shares", and, together with the Shares and the
Warrants, the "Securities") are registered under the Securities Act of 1933 (the
"Securities Act") pursuant to the Company's Registration Statement on Form S-3
(No. 333-196111), which was declared effective by the Securities and Exchange
(the "SEC") on June 16, 2014
, as supplemented by a prospectus
supplement dated August 27, 2014
and filed with the SEC
on August 29, 2014
pursuant to Rule 424(b)(5) under the Securities Act (the "Registration
Placement Agent Engagement Letter; Placement Agent Warrants
Pursuant to an engagement letter, dated June 3, 2014
, by and between the Company
and H.C. Wainwright & Co.
("Wainwright") (as amended, the "Engagement Letter"),
Wainwright agreed to act as the Company's placement agent in connection with the
Offering. Pursuant to the Engagement Letter, the Company agreed to pay an
aggregate cash fee to Wainwright equal to 5.00% of the gross proceeds of the
Offering (the "Placement Agent Fee") and a non-accountable expense allowance
equal to $60,000
. In addition, the Company agreed to issue warrants to purchase
an aggregate of up to 2.50% of the aggregate number of shares of common stock
sold in the Offering to the placement agent (the "Placement Agent Warrants").
The Placement Agent Warrants will have substantially the same terms as the
Warrants to be issued to the Purchasers, except that the exercise price shall be
per share and the expiration date shall be five years from the effective
date of the Registration Statement.
The issuance of the Placement Agent Warrants (including the issuance of the
shares of the Company's common stock underlying the Placement Agent Warrants) is
registered pursuant to the Registration Statement.
The form of the Warrant and the Securities Purchase Agreement are filed as
Exhibits 1.1 and 10.1 hereto, respectively, and are incorporated herein by
reference. The engagement letter and the amendments thereto on August 19, 2014
and August 25, 2014
, respectively, are filed Exhibit 1.1, 1.2, 1.3 and 1.4,
respectively, and are incorporated herein by reference. The foregoing
description of such documents and the transactions contemplated thereby is
qualified in its entirety by reference to such exhibits.
Item 9.01 Financial Statements and Exhibits
1.1 Engagement Letter, dated as of June 3, 2014, between the Company and
H.C. Wainwright & Co., LLC.
1.2 Amendment to the Engagement Letter, dated as of July 1, 2014
1.3 Amendment to the Engagement Letter, dated as of August 19, 2014.
1.4 Amendment to the Engagement Letter, dated as of August 25, 2014
4.1 Form of Warrant.
5.1 Opinion of Brownstein Hyatt Farber Schreck, LLP.
5.2 Opinion of DLA Piper LLP (US)
10.1 Securities Purchase Agreement, dated August 25, 2014.
23.1 Consent of Brownstein Hyatt Farber Schreck, LLP (contained in Exhibit
23.2 Consent of DLA Piper LLP (US) (contained in Exhibit 5.2).