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): July 3,
2009
SMARTHEAT,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-53052
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98-0514768
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(State or other jurisdiction of incorporation
or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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A-1,
10, Street 7
Shenyang
Economic and Technological Development Zone
Shenyang,
China 110027
(Address
of Principal Executive Offices) (Zip Code)
+86
(24) 2519-7699
(Registrant’s
Telephone Number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
¨ 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
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July
3, 2009, SmartHeat, Inc. (the “Company”) entered into a Senior Loan Agreement
with an institutional investor (the “Lender”) to obtain a loan in the amount of
US $9,000,000.00 (the “Agreement”).
Under the
terms of the Agreement, the Company agreed to a simple interest rate of 10% per
annum payable quarterly beginning on September 30, 2009. The principal amount
and any unpaid interest accrued thereon are due six (6) months from the date of
the Agreement.
The
Lender may demand payment of principal and interest three (3) months from the
date of the Note, in the event of a change of control or upon material organic
changes to the Company. The terms of any subsequent financing must meet with
Lender’s consent.
The loan
is evidenced by the Senior Loan Agreement and a 10% Senior Promissory Note (the
“Note”) in the amount of US $9,000,000.00.
The
foregoing descriptions of the Senior Loan Agreement and the Senior Promissory
Note are qualified in their entirety by reference to the full text of those
documents, which are attached hereto as Exhibits 10.16 and 10.17 respectively,
and are incorporated herein by reference.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
The
information set forth under Item 1.01 is incorporated herein by
reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not
applicable.
(b) Not
applicable.
(c) Exhibits. The
following exhibits are filed with this report:
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Exhibit
Number
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Description
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10.16
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Senior
Loan Agreement dated July 3, 2009.
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10.17
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10%
Senior Promissory Note dated July 3, 2009.
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99.1
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Press
Release, SmartHeat Inc. Completes $9 Million Credit Financing, to Report
2nd
Quarter Financial Results before August 15, 2009, dated July 7,
2009.
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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: July
7, 2009
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SMARTHEAT
INC.
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By:
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/s/ Jun Wang
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Name:
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Jun
Wang
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Title:
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Chairman
& Chief Executive Officer
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