8-K 1 v096992_8-k.htm 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) December 5, 2007.
 
SINOBIOMED INC.
(Exact name of registrant as specified in its chapter)
 
Delaware
(State or other jurisdiction
of incorporation
333-128399
(Commission
File Number)
20-1945139
(IRS Employer
Identification No.)

Lane 4705, No. 58, North Yang Gao Rd.
Pudong New Area Shanghai, China
(Address of principal executive offices)
201206
(Zip Code)
 
   

Registrant's telephone number, including area code  011-86-21-58546923
 
N/A
(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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c))
 
 
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On December 5, 2007, the Company issued 548,338 units (each a “Unit”) to 21 individuals/entities due to the closing of the Company’s private placement at $1.50 per Unit for total gross proceeds of $822,507. Each Unit consists of one share of common stock of the Company and one-half of one share purchase warrant, with each whole warrant entitling the holder to purchase one additional share of common stock of the Company at $2.00 per warrant share until December 5, 2009. The Company believes that the issuance is exempt from registration under Regulation S promulgated under the Act as the securities were issued to the individuals/entities through an offshore transaction which was negotiated and consummated outside of the United States.

In relation to the Company’s private placement offering at $1.50 per Unit entered into with offshore investors, the Company will be paying a cash finder’s fee in the amount of $78,750 to an individual in Singapore.

ITEM 8.01 OTHER EVENTS

Pursuant to Form 8-K, General Instructions F, registrant hereby incorporates by reference the press releases attached hereto as Exhibits 99.1, 99.2 and 99.3.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibits
 
Exhibit No.
Description
Press Release dated October 17, 2007.
Press Release dated October 18, 2007.
Press Release dated November 29, 2007


 
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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.

Dated: December 11, 2007
 
SINOBIOMED INC.
 
By:  /s/ Ka Yu
Name:  Ka Yu
Title:  Secretary, Treasurer and a Director
 
 
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