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 27, 2007
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NETWORK CN INC. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
000-30264 |
11-3177042 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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21/F, Chinachem Century Tower, 178 Gloucester Road, Wanchai,
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(Address of Principal Executive Offices) |
(Zip Code) |
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(852) 2833-2186 |
Registrant’s Telephone Number, Including Area Code
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01. Entry into a Material Definitive Agreement
Item 3.02. Unregistered Sales of Equity Securities
On February 27, 2007, Network CN Inc. (the “Company”), sold five hundred thousand (500,000) shares of the Company’s common stock (the “Shares”) to Lo Chun Yu Toby , a Hong Kong resident (the “Investor”), pursuant to the terms of a Common Stock Purchase Agreement (the “Agreement”) between the Company and the Investor, dated February 27, 2007. The purchase price paid by the Investor for the Shares was $3.00 per Share for an aggregate sum of One Million Five Hundred Thousand Dollars ($1,500,000). Net proceeds from the financing will be used for general corporate purposes. The offering was made pursuant to an exemption from registration with the SEC pursuant to Regulation S. The Shares have not been registered under the Securities Act of 1933 or any state securities laws and unless so registered may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and applicable state securities laws. The Company did not grant any registration rights to the Investor with respect to the Shares in the offering.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
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Description |
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10.1 Common Stock Purchase Agreement dated February 27, 2007, by and between Network CN Inc. and Lo Chun Yu Toby.
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 THEREUNTO DULY AUTHORIZED.
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NETWORK CN INC. | |
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Date: February 27, 2007 |
By: |
/s/ Daley Mok |
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Daley Mok | |
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Chief Financial Officer | |
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