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 Exchange Act of
1934
Date
of Report (Date of earliest event
reported): June
4,
2008
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HONG
KONG HIGHPOWER TECHNOLOGY, INC.
_____________________________________________________
(Exact
name of registrant as specified in its charter)
Delaware
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000-52103
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20-4062622
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Building
A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang, Shenzhen, Guangdong,
518111, China
(Address,
including zip code, of principal executive offices)
Registrant’s
telephone number, including area
code
(86)
755-89686238
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(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):
¨ 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 CFR
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))
Item
3.02
Unregistered
Sales of Equity Securities.
Hong
Kong
Highpower Technology, Inc. (the “Company”) executed an investor relations
agreement (the “Agreement”) with Nascent Value, LLC (“Nascent”) effective
as of May 21, 2008.
In
consideration for Nascent’s execution of the Agreement, the Company agreed to
issue 160,000 shares of its common stock to Nascent upon the effectiveness
of
the Company’s registration statement on Form S-1 that was originally filed with
the Securities and Exchange Commission on November 13, 2007 (SEC File No.
333-147355). The 160,000 shares to be issued to Nascent take into account the
Company’s proposed 5-for-8 reverse stock split of its common stock. The
securities were offered and will be issued to Nascent in reliance upon
exemptions from
registration pursuant to Section 4(2) under the Securities Act of 1933, as
amended, and Rule 506 promulgated thereunder. Nascent qualifies as an accredited
investor (as defined by Rule 501 under the Securities Act of 1933, as
amended).
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.
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Hong
Kong Highpower Technology, Inc.
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Dated:
June 5, 2008
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/s/ Dang
Yu Pan
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By:
Dang
Yu Pan
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Its: Chairman
of the Board and Chief Executive Officer
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