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):
March 1, 2016
SINO AGRO FOOD, INC.
(Exact Name of Registrant as Specified in Charter)
|
Nevada |
001-54191 |
33-1219070 |
| (State of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| |
|
Room
3801, Block A, China Shine Plaza
No. 9 Lin He Xi Road
Tianhe District, Guangzhou City, P.R.C. |
510610 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (860) 20 22057860
Copies to:
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, NY 10006
Attn. Marc Ross, Esq.
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:
| ¨ | 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 DFR 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)) |
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains
forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future
events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These
statements are subject to uncertainties and risks including, but not limited to (i) securing capital for general working purposes,
(ii) changes in governmental policies and regulations, economic conditions, the impact of competition and pricing, and (iii) other
risks and in statements filed from time to time with the Securities and Exchange Commission (the “SEC”). All
such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified
by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition,
the Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances
after the date hereof.
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
Bertil Tiusanen
On February 29, 2016, the Board of Directors
(the “Board”) of Sino Agro Food, Inc. (the “Company”) accepted the resignation of Bertil
Tiusanen as its Chief Financial Officer. Mr. Tiusanen was contemporaneously appointed as the Company’s Senior Vice President
of Business Development & New Ventures – Europe.
Daniel Ritchey
In connection with Mr. Tiusanen’s
resignation, effective March 1, 2016, the Company appointed Daniel Ritchey, then one of the Company’s independent directors,
to the position of Acting Chief Financial Officer. The Company cannot predict how long Mr. Ritchey’s tenure will be, but
it has launched a search for a permanent replacement for Mr. Tiusanen and is seeking an individual fluent in both English and Mandarin
with the ability to spend most of his or her time in and around the People’s Republic of China. While Mr. Ritchey remains
a member of the Board, he resigned as a member of the Audit Committee concomitantly with his appointment as the Company’s
Acting Chief Financial Officer. For his services as the Company’s Acting Chief Financial Officer, Mr. Ritchey will receive
an annual salary of $120,000 and be entitled to receive 24,000 shares of common stock of the Company per year, accumulating at
2,000 shares per month payable on February 28th each year.
Mr. Ritchey has been an independent director
of the Company since February 1, 2014 and remains a director as of the date hereof. Having worked in both the public and private
sectors, Mr. Ritchey has deployed his years of experience into developing partnerships and venture capital relationships throughout
the agriculture and natural resource industries. Coupled with an undergraduate degree from Muskingum College (1989) and an MBA
from Ohio State University (1994), Mr. Ritchey has as President of The Business Advocate, Inc. developed 3 successful partnerships,
namely DC Capital LLC; 3-D Ranch LLC; and 3-D Oil and Gas LLC, whose business operations are mainly concentrated in Ohio, and whose
commercial property development also extends into the Washington DC area. Mr. Ritchey continues to serve as a lobbyist on both
the State and Federal level, with focus on issues and industries related to natural resources and the environment.
There are no arrangements or understandings
between Mr. Ritchey and/or any other persons pursuant to which he was named as the Acting Chief Financial Officer of the Company.
Mr. Ritchey has no family relationship with any of the Company's directors or executive officers or any persons nominated or chosen
by the Company to be a director or executive officer.
Other than as set forth herein, Mr. Ritchey
has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a)
of Regulation S-K or Item 5.02(d) of Form 8-K.
| ITEM 7.01 | REGULATION FD DISCLOSURE. |
On February 26, 2016, the Company issued
a press release regarding the Zhongshan MegaFarm. A copy of the press release is attached hereto as Exhibit 99.1. On March
1, 2016, the Company issued a press release regarding the matters described above. A copy of the press release is attached hereto
as Exhibit 99.2.
The information contained in this Current
Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the
“Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such
a filing.
The Securities and Exchange Commission
encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of
a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements,
which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995,
and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form
8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such
as “expects,” “should,” “will,” and similar words or phrases. These statements are subject
to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of
this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information
presented within.
This information shall not be incorporated
by reference into any registration statement pursuant to the Securities Act. The furnishing of the information in this Current
Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation
FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise
publicly available.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The following exhibits are furnished herewith:
| 99.1 | Text of press release issued by Sino Agro Food, Inc. on February 26, 2016. |
| 99.2 | Text of press release issued by Sino Agro Food, Inc. on March 1, 2016. |
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.
| Date: March 1, 2016 |
SINO AGRO FOOD, INC. |
| |
|
| |
By: |
/s/ LEE YIP KUN SOLOMON |
| |
|
Lee Yip Kun Solomon
Chairman and Chief Executive Officer |
Exhibit 99.1
Sino Agro Food Begins Stocking Zhongshan Aquaculture MegaFarm
GUANGZHOU, China — February 26, 2016 —
Sino Agro Food initiated stocking of its Zhongshan MegaFarm
February 23, 2016, supplying the first two A Power Module (“APM”) tanks with total of a 1,200,000 giant freshwater
prawns (Macrobrachium rosenbergii) postlarvae (“PL,” or young prawns).
The remaining 36 PL nursery tanks will be stocked progressively
pending the results of the model initial trial and upon fine tuning functional performance of associated support facilities such
as filters and heat exchangers. These nursery tanks begin cycles of four staged grow out tanks,
each spanning approximately 14 weeks. In total, these cycles produce an estimated designed capacity of 6,000 metric tons of prawns
per year, comprising the first stage of the MegaFarm’s first phase.
The
Company will provide new periodic project updates starting with details of initial stocking: http://www.sinoagrofood.com/ZSNPP,
followed by SIAF’s Chief Scientific Officer Dr. Anthony Ostrowski’s presentation at the North Atlantic Seafood Forum
in Oslo March 3, 2016.
SIAF Chairman and CEO Solomon Lee commented, “Initial
stocking of the Zhongshan MegaFarm is a major milestone for our company, advancing operations and strategic goals, while showcasing
proof of concept ahead of carving out aquaculture assets on the Oslo Stock Exchange. The project is very ambitious, and has come
a long way from its drawing board. Profit from operations will provide capital to expedite construction of further stages. Establishing
a track record also facilitates external financing for the project.”
About the Zhongshan MegaFarm
The Zhongshan MegaFarm is designed to become the world’s
largest indoor recirculating aquaculture system (“RAS”) facility, producing safe, healthy, and sustainable seafood
with highly scalable economic viability, based on environmentally friendly and ecologically sound fundamentals.
Zhongshan A Power Prawn Culture Farms Development Co., Ltd,
also known as Prawn Farm 2 (“PF2”) will supply the Zhongshan MegaFarm with postlarvae prawns. The hatchery is gearing
up for full scale stocking and production of the MegaFarm in the spring. The Company targets production of nearly 2 billion PL
at the hatchery in 2016. In addition to supplying the Zhongshan MegaFarm, postlarvae are sold to local farmers at market prices,
USD 107 per 10,000.
From nursery tanks for PL, prawns progress through three stages
of grow out, grading, and sales. Each stage takes no more than four weeks resulting in at least 13 cycles of grow out per tank
per year. The Company will document progress of the initial two PL tank trial throughout their staged grow out life cycle, with
the aims to optimize the system model and to illustrate the process and results to shareholders and other interested parties.
Currently two buildings are nearly complete. Each is specially
configured to use SIAF’s proprietary APRAS technology and each covers 8,580 square meters (2.12 acres).
The first building (“Building 1”) houses 48 sets
of standard APM units, each with two tanks and one filtration system in the middle. These are used for nursery tanks and for stage
one and stage two grow out.
The second building (“Building 2”) houses the equivalent
of 48 standard APM units, configured with four very large tanks and eight large filtration units used for stage three or final
grow out. Building 2 facilities are to be shared by the grow-out facilities in a third building (“Building 3”) that
is identical to Building 1. Building 3 comprises the second stage of Phase one of the MegaFarm. Together, all three building facilities
will bring the designed production capacity to 10,000 metric tons per year. Currently most of the infrastructure and foundation
work for Building 3 building is underway.
Producing optimal operational conditions to reach production
capacities requires ongoing refinement of several variables before and after stocking. These include growing selected bacteria
in quantity and quality to consume all waste produced by the prawns and tailoring water quality and other living conditions for
each stage and each species. Each APM for the nursery of PLs is designed for a capacity of two million postlarvae after the biofiltration
system reaches optimal efficiency in about three months.
About Sino Agro Food, Inc.
Sino
Agro Food, Inc. (OTCQX: SIAF | OSE: SIAF-ME )
develops and operates protein food production facilities in the People’s Republic of China. The Company produces, distributes,
markets, and sells sustainable seafood and beef to the rapidly growing middle class in China. Activities also include production
of organic fertilizer, animal feed, and produce. The Company is a global leader in developing land based recirculating aquaculture
systems (“RAS”), and with its partners is the world’s largest producer of sustainable RAS prawns.
Founded in 2006 and headquartered in Guangzhou, the Company
had over 550 employees and revenue of $404M in 2014. Operations are located in the provinces of Guangdong, Qinghai, Hunan, and
Shanghai. Sino Agro Food is a public company listed on OTCQX U.S. Premier in the United States and on the Oslo Børs'
Merkur Market in Norway.
News
and information are published on the Company website (www.sinoagrofood.com),
the Company’s Facebook page (www.facebook.com/SinoAgroFoodInc),
and on Twitter @SinoAgroFood.
Forward Looking Statements
This
release may contain forward-looking statements relating to the business of SIAF and its subsidiary companies. All statements other
than historical facts are forward-looking statements, which can be identified by the use of forward-looking terminology such as
“believes,” “expects” or similar expressions. These statements involve risks and uncertainties that may
cause actual results to differ materially from those anticipated, believed, estimated or expected. These risks and uncertainties
are described in detail in our filings with the Securities and Exchange Commission. Forward-looking statements are based on SIAF’s
current expectations and beliefs concerning future developments and their potential effects on SIAF. There is no assurance that
future developments affecting SIAF will be those anticipated by SIAF. SIAF undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable
securities laws.
No Offer of Securities
None
of the information featured in this press release constitutes an offer or solicitation to purchase or to sell any securities of
Sino Agro Food, Inc.
Contacts
| Peter Grossman |
Erik Ahl |
| Investor Relations |
Nordic Countries |
| +1 (775) 901-0344 |
+46 (0) 760 495 885 |
| info@sinoagrofood.com |
erik.ahl@sinoagrofood.com |
| Sino Agro Food, Inc Initial Stocking Press Release |
Page 2 |
Exhibit 99.2
Sino Agro Food CFO to Concentrate on
SIAF European Business Development
Current Board Member Mr. Daniel Ritchey
Becomes Acting CFO
March 1, 2016
GUANGZHOU, China-- Sino Agro Food, Inc. or the
“Company” (OTCQX: SIAF | OSE: SIAF-ME).
Sino Agro Food, Inc. (“SIAF”) announces that Mr.
Bertil Tiusanen is resigning his position of Chief Financial Officer and assuming the role of Senior Vice President of Business
Development, New Ventures-Europe, effective February 29, 2016.
In his new capacity, Mr. Tiusanen will work to identify opportunities
consistent with SIAF’s global strategy, engaging with SIAF’s global commercial leadership team, prioritizing current
and new initiatives, and managing their launch in Europe. The aquaculture carve-out for listing in Norway is the first priority.
Mr. Tiusanen commented on the transition. “I am thrilled
about the opportunity to accelerate SIAF's efforts to list an aquaculture subsidiary in Norway and to explore further European
business ventures in the benefit of the Company and its shareholders. SIAF is best served with a CFO who can readily travel and
work between the various subsidiaries in China on an ongoing basis. It is virtually impossible for someone to serve that role effectively
along with the demands of this new position at the same time.”
In the interim, Mr. Daniel Ritchey, a member of the SIAF Board
of Directors and currently its Audit Committee has been offered and has accepted the position as acting CFO. Upon his appointment
as acting CFO, Mr. Ritchey will resign as a member of the Audit Committee.
Mr. Ritchey’s work on behalf of the Company since its
inception will provide for a seamless transition with Company plans moving forward.
The Board will appoint a search committee to permanently fill
the CFO position.
Mr. Solomon Lee, Chairman and CEO commented, “Our success
is furthered by remaining flexible and utilizing our resources to best meet dynamic conditions and ambitions. This includes realigning
the role and responsibility of individuals best suited to carry them forward.
Mr. Tiusanen is highly qualified to handle the challenges his
new position brings and to help accomplish the Company’s goals in Europe.
Mr. Ritchey will serve well as acting CFO bringing to it the
same strengths and focus he has provided the Company over the last eight years.
I am very confident in the work these individuals will provide
their respective roles as we continue to develop our operations and move forward with our expansion.”
About Sino Agro Food, Inc.
Sino Agro Food develops and operates protein
food production facilities in the People’s Republic of China. The Company produces, distributes, markets, and sells sustainable
seafood and beef to the rapidly growing middle class in China. Activities also include production of organic fertilizer and produce.
The Company is a global leader in developing land based recirculating aquaculture systems (“RAS”), and with its partners
is the world’s largest producer of sustainable RAS prawns.
Founded in 2006 and headquartered in Guangzhou,
the Company had over 550 employees and revenue of $404M in 2014. Operations are located in the provinces of Guangdong, Qinghai,
Hunan, and Shanghai. Sino Agro Food is a public company listed on OTCQX U.S. Premier
in the United States and on the Oslo Børs' Merkur Market in Norway.
News and information are published on the Company
website (www.sinoagrofood.com), the Company’s Facebook page (www.facebook.com/SinoAgroFoodInc), and on Twitter @SinoAgroFood.
Forward Looking Statements
This release may contain forward-looking statements
relating to the business of SIAF and its subsidiary companies. All statements other than historical facts are forward-looking statements,
which can be identified by the use of forward-looking terminology such as “believes,” “expects” or similar
expressions. These statements involve risks and uncertainties that may cause actual results to differ materially from those anticipated,
believed, estimated or expected. These risks and uncertainties are described in detail in our filings with the Securities and Exchange
Commission. Forward-looking statements are based on SIAF’s current expectations and beliefs concerning future developments
and their potential effects on SIAF. There is no assurance that future developments affecting SIAF will be those anticipated by
SIAF. SIAF undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required under applicable securities laws.
No Offer of Securities
None of the information featured in this press
release constitutes an offer or solicitation to purchase or to sell any securities of Sino Agro Food, Inc.
Contacts
| Peter Grossman |
Erik Ahl |
| Investor Relations |
Nordic Countries |
| +1 (775) 901-0344 |
+46 (0) 760 495 885 |
| info@sinoagrofood.com |
erik.ahl@sinoagrofood.com |
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