As filed with the Securities and Exchange Commission on May
29, 2014
Registration No.
333-191283
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
AMENDMENT No. 2
to
FORM
S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF
1933
Kandi Technologies Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
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90-0363723
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(State or Other Jurisdiction of Incorporation or
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(I.R.S. Employer Identification Number)
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Organization)
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Jinhua City Industrial Zone
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Jinhua, Zhejiang Province
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Peoples Republic of China
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Post Code 321016
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(86 - 579) 82239856
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(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
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Hu Xiaoming, Chief Executive Officer
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Kandi Technologies Group, Inc.
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Jinhua City Industrial Zone
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Jinhua, Zhejiang Province
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Peoples Republic of China
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Post Code 321016
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(86 - 579) 82239856
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(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Copies to:
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Elizabeth F. Chen, Esq.
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Eric M. Hellige, Esq.
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Pryor Cashman LLP
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7 Times Square
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New York, New York 10036
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(212) 421-4100
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Approximate date of commencement of proposed sale to
the public:
From time to time after the effective date of this
registration statement.
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If the only securities being
registered on this form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box. [_]
If any of the securities being
registered on this form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check
the following box. [X]
If this form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [_]
If this form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment
thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box. [_]
If this form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities
pursuant to rule 413(b) under the Securities Act, check the following box. [_]
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer [_]
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Accelerated filer [X]
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Non-accelerated filer [_]
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Smaller reporting company [_]
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(Do not check if a smaller
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reporting company)
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CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed
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Amount
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Maximum
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Maximum
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Title of Securities
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To Be
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Offering Price
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Aggregate
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Amount Of
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To Be
Registered
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Registered
(1)
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Per Share
(2)
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Offering Price
(2
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Registration Fee
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Common Stock, $0.001 par value per share,
issuable upon exercise of warrants to
purchase shares of Common Stock
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1,255,462
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$5.27
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$6,616,284.74
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$902.46
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TOTAL
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$
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902.46
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(3)
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(1)
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In accordance with Rule 416 under the Securities Act of
1933, as amended (the Securities Act), this registration statement also
shall register and be deemed to cover any additional shares of Common
Stock of the Registrant which may be offered or become issuable to prevent
dilution resulting from stock splits, stock dividends, or similar
transactions.
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(2)
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Estimated solely for the purpose of calculation of the
registration fee pursuant to Rule 457(c) under the Securities Act based on
a per share price of $5.27, the average of the high and low reported sales
prices of the Registrant's Common Stock on the NASDAQ Global Market on
September 16, 2013.
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(3)
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Previously Paid.
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The Registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
The information in
this prospectus is not complete and may be changed. This prospectus is not an
offer to sell these securities, and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS
SUBJECT TO COMPLETION, DATED MAY 29,
2014
Kandi Technologies Group, Inc.
1,255,462 Shares
of
Common Stock
Issuable Upon Exercise of Warrants
_______________________________
The 1,255,462 shares of Common
Stock covered by this prospectus include: (i) 992,731 shares of our common
stock, par value $0.001 (Common Stock), issuable upon exercise of warrants
(Investor Warrants) at an adjusted exercise price of $5.40 per share issued in
connection with a registered direct public offering that closed on December 21,
2010; and (ii) 262,562 shares of our Common Stock issuable upon exercise of a
warrant at an exercise price of $7.24 per share issued in connection with a
registered direct public offering that closed on July 1, 2013 (Placement Agent
Warrant, and together with Investor Warrants, Warrants).
We will not receive any of the
proceeds from the sale of the Common Stock by the holders of the Warrants (the
Warrant Holders); however, we will receive the proceeds of any Common Stock we
sell to the Warrant Holders upon a cash exercise of the Warrants. We will pay
the expenses of registering these securities. The Warrant Holders will bear all
commissions and discounts, if any, attributable to the sale of the Common Stock
by the Warrant Holders.
Our Common Stock is quoted on the
NASDAQ Global Select Market under the symbol KNDI. On May 27, 2014, the last
reported sale price for our Common Stock on the NASDAQ Global Select Market was
$12.59 per share. As of May 27, 2014, the aggregate market value of our
outstanding common stock held by non-affiliates was approximately
$367,358,964.29 based on 42,537,131 shares of outstanding Common Stock, of which
13,358,500 shares were held by affiliates as of such date, and a price of $12.59
per share, which was the last reported sale price of our Common Stock as quoted
on the NASDAQ Global Select Market on May 27, 2014.
_______________________________
Investing in shares of our
Common Stock involves certain risks. See
Risk Factors
beginning on page 3 of this prospectus. In addition, see
Risk
Factors
in our Annual Report on Form 10-K as amended for the year
ended December 31, 2013 and supplemented by our Quarterly Report on Form 10-Q
for the three-month period ended March 31, 2014, each of which has been filed
with the Securities and Exchange Commission and is incorporated by reference
into this prospectus. You should carefully read and consider these risk factors
before you invest in shares of our Common Stock.
_______________________________
Neither the Securities and
Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is May 29, 2014
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TABLE OF CONTENTS
i
ABOUT THIS PROSPECTUS
This prospectus is part of a
registration statement on Form S-3, as amended, we filed with the Securities and
Exchange Commission, or the SEC.
You should carefully read this
prospectus and the information described under the heading Where You Can Find
More Information. Neither we nor the Warrant Holders have authorized anyone to
provide you with information different from that contained in this prospectus.
If anyone provides you with different or inconsistent information, you should
not rely on it. The information contained in this prospectus is accurate only as
of the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of our Common Stock.
Unless the context otherwise
requires, the terms KNDI, the Company, we, us, and our in this
prospectus each refer to Kandi Technologies Group, Inc., our subsidiaries, and
our consolidated entities. China and the PRC refer to the Peoples Republic
of China.
PROSPECTUS SUMMARY
This summary only highlights the
more detailed information appearing elsewhere in this prospectus or incorporated
herein by reference, and may not contain all the information that may be
important to you. You should carefully read this entire prospectus, as well as
the information incorporated by reference, before deciding whether to invest in
our securities.
The Company
We were incorporated under the
laws of the State of Delaware on March 31, 2004. On August 13, 2007, we changed
our name from Stone Mountain Resources, Inc. to Kandi Technologies, Corp. On
December 21, 2012 we changed our name from Kandi Technologies, Corp. to Kandi
Technologies Group, Inc. to better communicate our current organizational
structure to the investment community, our customers and business partners.
Headquartered in the Zhejiang Province, we are one of Chinas leading producers
and manufacturers of electrical vehicles, all-terrain vehicles, go-karts and a
variety of other specialty vehicles, including all-terrain vehicles and
specialized utility vehicles for the PRC and global markets. In connection with
our strategic objective of becoming a world leader in electric vehicles
manufacturing and related services, we have increased our focus on fuel
efficient vehicles, including the all-electric mini-car, the COCO LSV, with a
particular focus on expanding our domestic market share in China.
Our Business
Our primary business is
designing, developing, manufacturing and commercializing, electrical vehicles
(EVs), all-terrain vehicles (ATVs), go-karts, specialized automobiles and
automobile related products for the PRC and global markets.
Our products include EVs,
off-road vehicles (which include ATVs, utility vehicles (UTVs), and go-karts),
motorcycles, refitted cars and automobile parts. According to our market
research on consumer demand trends, we have adjusted our production line
strategically and continue to develop and manufacture new products in an effort
to meet market demands and better serve our customers
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The following table shows our
production by product type and revenues for the years ended December 31, 2013
and 2012.
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Year ended December 31,
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2013
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2012
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Units
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Revenue
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Units
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Revenue
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All-terrain Vehicles (ATVs)
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18,295
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$
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10,407,858
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14,467
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$
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6,402,753
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Electric Vehicles (EVs)
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4,694
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46,619,203
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3,915
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19,034,936
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Go-Kart
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36,499
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33,187,877
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34,517
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30,794,415
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Utility vehicles (UTVs)
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440
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1,155,221
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93
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319,014
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Three-wheeled motorcycles (TT)
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243
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383,760
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1,060
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1,272,898
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Refitted car
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39
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1,058,095
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115
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3,172,417
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Auto generator
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51,588
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1,724,031
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93,881
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3,517,237
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Total
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111,798
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$
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94,536,045
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148,048
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$
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64,513,670
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Our current business is primarily
conducted through our wholly-owned subsidiary, Zhejiang Kandi Vehicles Co., Ltd.
(Kandi Vehicles), and the partial and wholly-owned subsidiaries of Kandi
Vehicles.
In January 2011, pursuant to relevant
agreements, Kandi Vehicles is entitled to 100% of the economic benefits, voting
rights and residual interests (100% profits and loss absorption rate) of Jinhua
Kandi New Energy Vehicles Co., Ltd. (Kandi New Energy).
Jinhua Three Parties New Energy
Vehicles Service Co., ltd. (Jinhua Service) was formed as a joint venture, by
and among our wholly-owned subsidiary, Kandi Vehicles, the State Grid Power
Corporation and Tianneng Power International. The Company, indirectly through
Kandi Vehicles, has a 30% ownership interest in Jinhua Service.
In April 2012, pursuant to a share
exchange agreement, the Company acquired 100% of Yongkang Scrou Electric Co. (Yongkang
Scrou), a manufacturer of driving motor, air-conditioning and controllers for
electric vehicles and auto generators.
In March 2013, pursuant to a joint
venture agreement (the JV Agreement) entered into between Kandi Vehicles and
Shanghai Maple Guorun Automobile Co., Ltd. (Shanghai Maple), a 99% owned
subsidiary of Geely Automobile Holdings Ltd. (Geely), the parties established
Zhejiang Kandi Electric Vehicles Co., Ltd. (the JV Company) in connection with
developing, manufacturing and selling electrical vehicles (EVs) and related
auto parts. Each of Kandi Vehicles and Shanghai Maple has a 50% ownership
interest in the JV Company. The strategic purpose of the JV Company is to
increase the development and use of neighborhood electric vehicles, which that
parties believe address a growing and necessary market, particularly considering
their relatively low price and the notorious street congestion and pollution of
China's largest cities.
In March 2013, Kandi Vehicles formed
Kandi Electric Vehicles (Changxing) Co., Ltd. (Kandi Changxing) in the
Changxing (National) Economic and Technological Development Zone. Kandi
Changxing specializes in the production of EVs. In fourth quarter of 2013, Kandi
Vehicle entered into an ownership transfer agreement with JV Company to transfer
100% ownership to Kandi Changxing to the JV Company. The Company, indirectly,
through its wholly-owned subsidiary, Kandi Vehicles, has a 50% ownership
interest in Kandi Changxing.
In April 2013, Kandi Electric Vehicles
(Wanning) Co., Ltd. (Kandi Wanning) was formed by Kandi Vehicles and Kandi New
Energy in Wanning City of Hainan Province. Kandi Vehicles has a 90% ownership in
Kandi Wanning, and Kandi New Energy has the remaining 10% interest. However,
Kandi Vehicles is, effectively, entitled to 100% of the economic benefits,
voting rights and residual interests (100% profits and loss absorption rate) of
Kandi Wanning, since it is entitled to 100% of the economic benefits, voting
rights and residual interests (100% profits and loss absorption rate) of Kandi
New Energy.
In July 2013, Zhejiang ZuoZhongYou
Electric Vehicle Service Co., Ltd. (the Service Company) was formed. The JV
Company has a 19% ownership interest in the Service Company. The Company,
indirectly, through its wholly-owned subsidiary, Kandi Vehicles, has a 9.5%
ownership interest in the Service Company.
2
In November 2013, Zhejiang Kandi
Electric Vehicles Jinhua Co., Ltd. (Kandi Jinhua) was formed by the JV
Company. The JV Company has 100% ownership interest in Kandi Jinhua, and the
Company, indirectly, through its wholly-owned subsidiary, Kandi Vehicles, has a
50% ownership interest in Kandi Jinhua.
In November 2013, Zhejiang
JiHeKang Electric Vehicle Sales Co., Ltd. (JiHeKang) was formed by the JV
Company. The JV Company has 100% ownership interest in JiHeKang, and the
Company, indirectly, through its wholly-owned subsidiary, Kandi Vehicles, has a
50% ownership interest in JiHeKang.
In December 2013, the JV Company
entered into an ownership transfer agreement with Shanghai Maple in connection
with acquiring 100% ownership of Kandi Electric Vehicles (Shanghai) Co., Ltd.
(Kandi Shanghai). Kandi Shanghai is a wholly-owned subsidiary of the JV
Company, and the Company, indirectly, through its 50% ownership interest in the
JV Company owns 50% of Kandi Shanghai.
The Offering
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Securities Offered
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Up to an aggregate of 1,255,462 shares of our Common
Stock issuable upon the exercise of Warrants issued to the Warrant Holders
as follows: (i) 992,731 shares of our Common Stock issuable upon exercise
of the Investor Warrants; and (ii) 262,562 shares of our Common Stock
issuable upon exercise of the Placement Agent Warrant.
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Common Stock to be outstanding after this
offering*
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43,792,593 shares of Common Stock.
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Use of Proceeds
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We will receive the exercise price with respect to any
Common Stock we issue to the Warrant Holders upon exercise of the
Warrants, if exercised for cash, if at all. We intend to use any proceeds
from the exercise of any of the Warrants for working capital and other
general corporate purposes. There is no assurance that any of the Warrants
will ever be exercised for cash, if at all. We, however, will not receive
any of the proceeds from a later sale of any Common Stock issued upon
exercise of the Warrants that may be received by the Warrant Holders.
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Risk Factors
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We are subject to a number of risks that you should be
aware of before you decide to purchase our Common Stock. These risks are
discussed more fully in the section captioned Risk Factors, beginning on
page 4 of this prospectus.
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The NASDAQ Global Select Market Symbol
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KNDI
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*
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The number of shares of Common Stock to be outstanding
after this offering is based on the actual number of shares outstanding as
of May 23, 2014 (42,537,131) and assumes the full exercise of the Warrants
held by the Warrant Holders.
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Our Corporate Information
We are headquartered in the Zhejiang Province in China. Our principal executive offices are located at
Jinhua City Industrial Zone, Jinhua, Zhejiang Province, Peoples Republic of
China, Post Code 321016, and our telephone number at this location is
+86-579-82239856. Our website address is
http://en.kandivehicle.com.
Information contained on our website is not incorporated by reference into
this prospectus and you should not consider information on our website to be
part of this prospectus.
3
RISK FACTORS
Investing in shares of our Common
Stock involves risk. Before making any investment decision, you should carefully
consider the risk factors set forth below, under the caption Risk Factors in
any applicable prospectus supplement and under the caption Risk Factors in our
most recent annual report on Form 10-K and our subsequent quarterly reports on
Form 10-Q, which are incorporated by reference in this prospectus, as well as in
any applicable prospectus supplement, as updated by our subsequent filings under
the Securities Exchange Act of 1934, as amended (the Exchange Act).
These risks could materially
affect our business, results of operation or financial condition and affect the
value of our Common Stock. Additional risks and uncertainties that are not yet
identified may also materially harm our business, operating results and
financial condition and could result in a complete loss of your investment. You
could lose all or part of your investment. For more information, see Where You
Can Find More Information.
FORWARD-LOOKING STATEMENTS
Some of the statements contained
or incorporated by reference in this prospectus may be forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the Securities Act), and Section 21E of the Exchange Act and may
involve material risks, assumptions and uncertainties. Forward-looking
statements typically are identified by the use of terms such as may, will,
should, believe, might, expect, anticipate, intend, plan,
estimate, and similar words, although some forward-looking statements are
expressed differently.
Although we believe that the
expectations reflected in such forward-looking statements are reasonable, these
statements are not guarantees of future performance and involve certain risks
and uncertainties that are difficult to predict and which may cause actual
outcomes and results to differ materially from what is expressed or forecasted
in such forward-looking statements. These forward-looking statements speak only
as of the date of this prospectus. Neither we nor the Warrant Holders undertake
any obligation to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise. If we do
update or correct one or more forward-looking statements, you should not
conclude that we will make additional updates or corrections with respect
thereto or with respect to other forward-looking statements. A detailed
discussion of risks and uncertainties that could cause actual results and events
to differ materially from our forward-looking statements is included in our
periodic reports filed with the SEC and in the Risk Factors section of this
prospectus.
USE OF PROCEEDS
We will receive the exercise
price with respect to any Common Stock we issue to the Warrant Holders upon
exercise of the Warrants, if exercised for cash. If all of the Investor Warrants
are exercised for cash, we will receive proceeds of approximately $5,360,747.40;
if the Placement Agent Warrant is exercised for cash, we will receive proceeds
of approximately $1,900,948.80. Aggregate proceeds if all of the Warrants are
exercised for cash would be $7,261,696.20. We currently intend to use all
proceeds received upon a cash exercise of the Warrants for working capital and
general corporate purposes. The holders of the Warrants are entitled to exercise
the Warrants on a cashless basis if the shares of Common Stock underlying the
Warrants are not registered pursuant to an effective registration statement. In
the event that the holders exercise the Warrants on a cashless basis, then we
will not receive any proceeds from the exercise of the Warrants. We, however,
will not receive any of the proceeds from a later sale of any Common Stock
issued upon exercise of the Warrants that may be received by the Warrant
Holders.
DESCRIPTION OF FINANCING TRANSACTIONS
December 21, 2010 Financing Transaction
On December 21, 2010, we entered
into a Securities Purchase Agreement (the SPA) with certain institutional
investors, pursuant to which we sold, in a registered direct public offering,
3,027,272 shares of our Common Stock at a price per share of $5.50, and warrants
to purchase an aggregate of 1,210,912 shares of our Common Stock for an
aggregate purchase price of $16,649,996 (the 2010 Financing Transaction), on
the terms set forth below. Warrants for 992,731 of the 1,210,912 shares
remain unexercised and are held by such institutional investors or their
transferees (collectively, the Investor Warrant Holders) and those 992,731
shares are covered by this prospectus.
4
The 2010 Financing Transaction
was effectuated as a takedown from our Registration Statement on Form S-3 (File
No. 333-163222) that was declared effective on December 24, 2009. A 424B5
Prospectus Supplement was filed in connection with the 2010 Financing
Transaction on December 21, 2010. The Registration Statement on Form S-3 (File
No. 333-163222) expired on December 24, 2012. As of the date of this registration statement, none of the 3,027,272 shares of our Common Stock issued
in connection with the 2010 Financing Transaction are currently owned by the
Investor Warrant Holders or covered by this prospectus.
In connection with the 2010
Financing Transaction, we paid placement agent commissions to FT Global Capital,
Inc., in the amount of $998,999.76 and reimbursed the placement agent $83,234.98
for expenses incurred. We agreed to pay FT Global Capital, Inc. a cash fee equal
to 7% of the cash proceeds received from a cash exercise of the Investor
Warrants.
The 992,731 shares of our Common
Stock issuable to the Investor Warrant Holders upon exercise of the Investor
Warrants are covered by this prospectus.
July 1, 2013 Financing Transaction
On June 26, 2013, we entered into
a Securities Purchase Agreement with certain institutional investors, pursuant
to which we sold, in a registered direct public offering, 4,376,036 shares of
our Common Stock at a negotiated purchase price of $6.03 per share, for
aggregate gross proceeds to our company of approximately
$
26,387,500 (the
2013 Financing Transaction). As part of the 2013 Financing Transaction, the
institutional investors received Series A warrants for the purchase of up to
1,750,415 shares of our Common Stock at an exercise price of $7.24 per share,
and an option to make an additional investment in the form of Series B warrants
and Series C warrants.
The 2013 Financing Transaction
was effectuated as a takedown of our Registration Statement on Form S-3 (File
No. 333-188039) that was declared effective on May 23, 2013. A 424B5 Prospectus
Supplement was filed in connection with the 2013 Financing Transaction on June
26, 2013.
In connection with the 2013
Financing Transaction, we retained FT Global Capital, Inc. (the Placement Agent
Warrant Holder) as our exclusive placement agent. In exchange for placement
agent services, we agreed to pay the Placement Agent Warrant Holder upon the
closing of the 2013 Financing Transaction (i) a cash fee commission in the
amount equal to 6% of the aggregate purchase price of the units offered and sold
($1,583,250), (ii) a cash fee equal to 6% of the cash proceeds received from a
cash exercise of the warrants issued to the intuitional investors in the 2013
Financing Transaction; and (iii) a warrant to purchase up to 262,562 shares of
our Common Stock at an exercise price of
$
7.24 per share. On July 1,
2013, FT Global Capital, Inc. assigned the Placement Agent Warrant to its
President, Chief Executive Officer and sole shareholder, Jian Ke.
The 262,562 shares of our Common
Stock issuable to the Placement Agent Warrant Holder upon exercise of the
Placement Agent Warrant are covered by this prospectus.
DESCRIPTION OF WARRANTS
The following is a brief
description of the terms of the Warrants. This summary does not purport to be
complete in all respects. This description is subject to and qualified in its
entirety by reference to the Investor Warrants, a form of which have been filed
with the SEC, and the Placement Agent Warrant, which is attached hereto, and are
also available upon request from us, and the agreements underlying the 2010
Financing Transaction and the 2013 Financing Transaction, which have also been
filed with the SEC and are also available upon request from us.
5
Investor Warrants
The Investor Warrants were
exercisable for an aggregate of 992,731 shares of our Common Stock at an initial
exercise price of $6.30
per share. The exercise price is subject to
adjustment in the event the Company, at any time after the issuance date of the
Investor Warrants issues or sells any shares of Common Stock pursuant to a
Dilutive Issuance (as such term is defined in the Investor Warrants), or issues,
sells or grants certain options or convertible securities at a price lower than
the in effect exercise price. We have determined that the units (shares of
Common Stock, Series A warrants, Series B warrants and Series C warrants) issued
and sold in connection with the 2013 Financing Transaction qualified as a
Dilutive Issuance (as such term is defined in the Investor Warrants), and,
therefore, the initial exercise price of the Investor Warrants ($6.30) was
adjusted to $5.40.
If, at any time, the price of our
Common Stock is greater than or equal to $12.30 for a period of fifteen (15)
consecutive trading days, and if certain other conditions relating to trade
volume are met, we shall have the right to require holders of the Investor
Warrants to exercise the Warrants in full. The Warrants expire on June 30, 2014
and must be exercised prior to such date; thereafter, we will amend the
registration statement of which this prospectus is a part to withdraw from
registration any shares not issued upon exercise of the Investor Warrants.
The holders of the Investor
Warrants may exercise the Investor Warrants at any time by delivering to us a
written notice of exercise and payment of an amount equal to the effective
exercise price (as of the date of exercise) multiplied by the number of shares
of Common Stock as to which the Investor Warrant is being exercised. Upon
receipt of the notice of exercise and payment, we will issue and deliver to the
holder the number of shares of our Common Stock to which the holder is entitled
pursuant to the exercise.
Subject to the exclusions and
limitations set forth in the SPA and accompanying Investor Warrants, the
exercise price is subject to adjustment in the event we, at any time after the
issuance date of the Investor Warrants, pay a stock dividend on, subdivide or
combine one or more classes of our then-outstanding shares of Common Stock,
issue or sell any shares of Common Stock pursuant to a Dilutive Issuance, or
issue, sell or grant certain options or convertible securities at a price lower
than the in effect exercise price. As noted above, to date, the Investor
Warrants have been subject to one such price adjustment.
The terms of the 2010 Financing
Transaction include a beneficial ownership limitation applicable to the exercise
of the Investor Warrants, such that no holder may exercise the Investor Warrants
if, after such conversion or exercise, the holder would beneficially own
individually, or together with its affiliates, more than 4.99% of the then
issued and outstanding shares of our Common Stock.
For so long as any of the
Investor Warrants remain exercisable and outstanding, we are obligated to use
our best efforts to maintain a current and effective registration statement
covering the issuance of the maximum number of shares issuable upon exercise of
the Investor Warrants.
Placement Agent Warrant
The Placement Agent Warrant is
exercisable for an aggregate of 262,562 shares of our Common Stock at an
exercise price of $7.24 per share. The Placement Agent Warrant expires on July
1, 2016 and must be exercised prior to such date.
The exercise price and the number
of shares issuable upon exercise of the Placement Agent Warrant are subject to
an adjustment upon the occurrence of certain events, including, but not limited
to, stock splits or dividends, business combinations, sale of assets, similar
recapitalization transactions, or other similar transactions, but is not subject
to adjustment pursuant to a "Dilutive Issuance" (as such term is defined in the
Investor Warrants) as described above.
Holders of the Placement Agent
Warrant may exercise the Placement Agent Warrant to purchase shares of our
Common Stock by delivering an exercise notice, appropriately completed and duly
signed. Payment of the exercise price for the number of shares for which the
warrant is being exercised is required to be delivered within one trading day
after exercise of the Placement Agent Warrant.
6
Upon the holders exercise of the
Placement Agent Warrant, we will issue the shares of Common Stock issuable upon
exercise of the Placement Agent Warrant within three trading days of our receipt
of notice of exercise.
If, at any time, the price of our
Common Stock is greater than or equal to 200% of the initial exercise price
($7.24 per share) for a period of fifteen (15) consecutive trading days, and if
certain other conditions are met relating to trade volume, we shall have on one
occasion the right to require the holder of the Placement Agent Warrant to
exercise all of the remaining unexercised portion of the Placement Agent Warrant
held by such holder.
If, at any time the Placement
Agent Warrant is outstanding, we consummate any fundamental transaction, as
described in the Placement Agent Warrant and which generally includes, but is
not limited to the following: (i) any consolidation or merger into another
corporation, (ii) the consummation of a transaction whereby another entity
acquires more than 50% of our outstanding voting stock, or (iii) the sale of all
or substantially all of our assets, the successor entity must assume in writing
all of our obligations to the holder of the Placement Agent Warrant.
The holder of Placement Agent
Warrant will not possess any rights as a stockholder under such Warrant until
the holder exercises such Warrant.
Rights Under the Warrants
Holders of the Warrants are
entitled to participate in any dividend or other distribution of assets, or
rights to acquire assets, we make to holders of our Common Stock, and the
holders are entitled to participation rights in the event we grant, issue or
sell any options, convertible securities or rights to purchase Common Stock,
warrants, securities or other property pro rata to the record holders of any
class of Common Stock, to the same extent that each holder would have been
entitled to participate if such holder had held the number of shares of Common
Stock issuable upon a full exercise of the outstanding Warrants immediately
before the date on which record is taken for such a distribution.
Holders of the Warrants are
entitled to a cashless exercise of the Warrants if, at the time of the exercise
of the Warrants, a registration statement is not effective for their issuance
and resale.
If, at any time the Warrants are
outstanding, we consummate a Fundamental Transaction (as such term is defined in
the Warrants), which generally includes any consolidation or merger into another
corporation, the consummation of a transaction whereby another entity acquires
more than 50% of our outstanding Common Stock, or the sale of all or
substantially all of our assets, the successor entity must assume in writing all
of our obligations to the holders of the Warrants. In addition, in the event of
a Fundamental Transaction, holders of the Warrants shall have the right to
require us, or our successor, to repurchase the Warrant for an amount of cash
equal to the Black-Scholes value of the remaining unexercised portion of the
Warrants.
Other than as provided herein,
holders of the Warrants, solely in their capacities as such, are not entitled to
vote or receive dividends or be deemed the holder of any share capital of our
company, and Holders do not have any rights of a stockholder of our company,
including any right to vote, give or withhold consent to any corporate action,
receive notice of meetings, receive dividends or subscription rights or
otherwise prior to the exercise of the Warrants.
DESCRIPTION OF CAPITAL STOCK
The following is a summary of our
capital stock and certain provisions of our certificate of incorporation and
bylaws. This summary does not purport to be complete and is qualified in its
entirety by the provisions of our Certificate of Incorporation, as amended, and
Amended and Restated Bylaws and applicable provisions of the Delaware General
Corporation Law (the DGCL).
See Where You Can Find More
Information elsewhere in this prospectus for information on where you can
obtain copies of our Certificate of Incorporation and Amended and Restated
Bylaws, which have been filed with and are publicly available from the SEC
7
Our authorized capital stock
consists of 100,000,000 shares of Common Stock, par value $0.001, and 10,000,000
shares of preferred stock, par value $0.001.
DESCRIPTION OF COMMON STOCK
As of May 23, 2014, there were
42,537,131 shares of our Common Stock outstanding, held by approximately fifteen
(15) stockholders of record.
Our Common Stock is currently traded
on the NASDAQ Global Select Market under the symbol KNDI.
The holders of our Common Stock
are entitled to one vote per share on all matters submitted to a vote of our
stockholders and do not have cumulative voting rights. Accordingly, holders of a
majority of the shares of Common Stock entitled to vote in any election of
directors may elect all of the directors standing for election. The holders of
outstanding shares of Common Stock are entitled to receive ratably any dividends
declared by our board of directors out of assets legally available. Upon our
liquidation, dissolution or winding up, holders of our Common Stock are entitled
to share ratably in all assets remaining after payment of liabilities and the
liquidation preference of any then outstanding shares of preferred stock.
Holders of Common Stock have no preemptive or conversion rights or other
subscription rights. There are no redemption or sinking fund provisions
applicable to our Common Stock. Corporate Stock Transfer is the registrar and
transfer agent of our Common Stock. Corporate Stock Transfer is the registrar
and transfer agent of our Common Stock.
All issued and outstanding shares
of Common Stock are fully paid and nonassessable. Shares of our Common Stock
that may be offered for resale, from time to time, under this prospectus will be
fully paid and nonassessable.
Delaware Anti-Takeover Provisions
We are subject to Section 203 of
the Delaware General Corporation Law, which prohibits a publicly-held Delaware
corporation from engaging in a business combination, except under certain
circumstances, with an interested stockholder for a period of three years
following the date such person became an interested stockholder unless:
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upon the consummation of the transaction that resulted in the interested
stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced, excluding shares held by directors who also
are officers of the corporation and shares held by employee stock plans; or
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at or following the time such person became an interested stockholder, the
business combination is approved by the board of directors of the corporation
authorized at a meeting of stockholders by the affirmative vote of the holders
of 66 2/3 % of the outstanding voting stock of the corporation 3 which is not
owned by the interested stockholder.
The term interested stockholder
generally is defined as a person who, together with affiliates and associates,
owns, or, within the three years prior to the determination of interested
stockholder status, owned, 15% or more of a corporation's outstanding voting
stock. The term business combination includes mergers, asset or stock sales
and other similar transactions resulting in a financial benefit to an interested
stockholder. Section 203 makes it more difficult for an interested stockholder
to effect various business combinations with a corporation for a three-year
period. The existence of this provision would be expected to have an
anti-takeover effect with respect to transactions not approved in advance by our
board of directors, including discouraging attempts that might result in a
premium over the market price for the shares of common stock held by
stockholders. Presently, we have not opted out of this provision.
8
DESCRIPTION OF PREFERRED STOCK
As of May 23, 2014, no shares of
preferred stock had been issued or were outstanding.
Our board of directors has the
authority to issue up to 10,000,000 shares of preferred stock in one or more
series and to determine the rights and preferences of the shares of any such
series without stockholder approval. Our board of directors may issue preferred
stock in one or more series and has the authority to fix the designation and
powers, rights and preferences and the qualifications, limitations, or
restrictions with respect to each class or series of such class without further
vote or action by the stockholders, unless action is required by applicable law
or the rules of any stock exchange on which our securities may be listed. The
ability of our board of directors to issue preferred stock without stockholder
approval could have the effect of delaying, deferring or preventing a change of
control of us or the removal of existing management.
WARRANT HOLDERS
This prospectus covers the
1,255,462 shares of our Common Stock issuable upon exercise of Warrants to
purchase our Common Stock issued to the Warrant Holders.
For additional information
regarding the issuance of the Warrants, please see Description of Financing
Transactions beginning on page 4 of this prospectus.
Except for the financing
transactions discussed herein, to our knowledge, none of the Warrant Holders
has, or within the past three years has had, any position, office or material
relationship with us or any of our predecessors or affiliates.
The Warrants may not be exercised
by the respective Warrant Holders, and no shares may be issued pursuant to the
Warrants, to the extent that the exercise or issuance would cause a Warrant
Holders and its affiliates beneficial ownership of our Common Stock, as
determined in accordance with Section 13(d) of the Exchange Act, to exceed 4.99%
of our then issued and outstanding shares of Common Stock. The 4.99% beneficial
ownership limitation does not prevent a holder from selling some of its holdings
and then receiving additional shares.
The Common Stock issuable upon
exercise of the Warrants are offered solely by us, and no underwriters are
participating in this offering. The Warrant Holders may decide to sell all,
some, or none of the shares of the Common Stock underlying the Warrants. We
currently have no agreements, arrangements or understandings with any of the
Warrant Holders regarding the sale of any of the securities covered by this
prospectus. We cannot provide you with any estimate of the number of shares of
our Common Stock that the Warrant Holders will hold in the future. Please see
Plan of Distribution beginning on page 9 of this prospectus.
PLAN OF DISTRIBUTION
The shares issuable upon exercise
of the Warrants are offered solely by us, and no underwriters are participating
in this offering.
All of the Warrants are
outstanding, and no additional Warrants will be issued. We will deliver shares
of our Common Stock upon exercise of a Warrant, in whole or in part. We will not
issue fractional shares. Each Warrant contains instructions for exercise. In
order to exercise a Warrant, a Warrant Holder must deliver to us the information
required by the Warrants, along with payment of the exercise price for the
shares of Common Stock to be purchased (unless via a cashless exercise). We will
then deliver shares of our Common Stock in the manner described above in the
section titled Description of Warrants.
We will pay all expenses of the
registration of the shares of Common Stock pursuant to the registration rights
agreement, including, without limitation, SEC filing fees and expenses of
compliance with state securities or blue sky laws; provided, however, a
Warrant Holder will pay all underwriting discounts and selling commissions, if
any. We will indemnify the Warrant Holders against liabilities, including some
liabilities under the Securities Act in accordance with the SPA or the Warrant
Holders will be entitled to contribution. We may be indemnified by the Warrant
Holders against civil liabilities, including liabilities under the Securities
Act that may arise from any written information furnished to us by a Warrant
Holder specifically for use in this prospectus, in accordance with the related
registration rights agreements or we may be entitled to contribution.
9
LEGAL MATTERS
The validity of the Common Stock
offered in this prospectus will be passed upon for us by Pryor Cashman LLP.
EXPERTS
Our consolidated financial
statements as of December 31, 2013 and 2012, and for each of the years in the
two-year period ended December 31, 2013, have been incorporated by reference in
the registration statement in reliance on the report of Albert Wong & Co.,
an independent registered public accounting firm, and upon the authority of said
firm as experts in accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate
by reference the information we file with them into this prospectus. This means
that we can disclose important information about us and our financial condition
to you by referring you to another document filed separately with the SEC
instead of having to repeat the information in this prospectus. The information
incorporated by reference is considered to be part of this prospectus and later
information that we file with the SEC will automatically update and supersede
this information. This prospectus incorporates by reference any future filings
made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act,
between the date of the initial registration statement and prior to
effectiveness of the registration statement and the documents listed below that
we have previously filed with the SEC:
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our Annual Report on Form 10-K for the year ended
December 31, 2013 filed on March 17, 2014, as amended by Amendment No. 1
thereto filed on May 16, 2014;
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our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014
filed on May 12, 2014;
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our Current Reports on Form 8-K, or amendments
thereto, filed on March 18, 2014, March 19, 2014 and March 20, 2014; and
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the description of our Common Stock contained in
the registration statement on Form 8-A, dated March 17, 2008, File No.
001-33997, and any other amendment or report filed for the purpose of updating
such description.
We also incorporate by reference
all documents that we file with the SEC on or after the effective time of this
prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
and prior to the sale of all shares of Common Stock registered hereunder or the
termination of the registration statement. Nothing in this prospectus shall be
deemed to incorporate information furnished but not filed with the SEC.
Any statement contained in this
prospectus or in a document incorporated or deemed to be incorporated by
reference in this prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained herein or
in the applicable prospectus supplement or in any other subsequently filed
document which also is or is deemed to be incorporated by reference modifies or
supersedes the statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.
You may request a copy of the
filings incorporated herein by reference, including exhibits to such documents
that are specifically incorporated by reference, at no cost, by writing or
calling us at the following address or telephone number:
Kandi Technologies Group, Inc
.
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Jinhua City Industrial Zone
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Jinhua, Zhejiang Province
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Peoples Republic of China
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Post Code 321016
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Attn: Zhu Xiaoying, Chief Financial Officer
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+86-579-82239856
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10
Statements contained in this
prospectus as to the contents of any contract or other documents are not
necessarily complete, and in each instance you are referred to the copy of the
contract or other document filed as an exhibit to the registration statement or
incorporated herein, each such statement being qualified in all respects by such
reference and the exhibits and schedules thereto.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a
registration statement on Form S-3 that we filed with the SEC registering the
shares of Common Stock that may be offered and sold hereunder. The registration
statement, including exhibits thereto, contains additional relevant information
about us and these shares of Common Stock that, as permitted by the rules and
regulations of the SEC, we have not included in this prospectus. A copy of the
registration statement can be obtained at the address set forth below or at the
SECs website as noted below. You should read the registration statement,
including any applicable prospectus supplement, for further information about us
and these shares of Common Stock.
We file annual, quarterly and
current reports, proxy statements and other information with the SEC. Our SEC
filings are available to the public over the Internet at the SEC's website at
http:/www.sec.gov. You may also read and copy any document we file at the SEC's
public reference room, 100 F Street, N.E., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference room. Because our Common Stock is listed on the NASDAQ Global Select
Market, you may also inspect reports, proxy statements and other information at
the offices of the NASDAQ Global Select Market.
11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and
Distribution.
The following table sets forth
all expenses payable by us in connection with the offering of our Common Stock
being registered hereby. All amounts shown are estimates except the SEC
registration fee.
SEC registration fee
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$
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902.46
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Legal fees and expenses
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25,000.00
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Accounting fees and expenses
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Printing and miscellaneous expenses
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500.00
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Total expenses
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$
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26,402.46
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Item 15. Indemnification of Directors and Officers.
Section 145 of the DGCL provides
that a corporation may indemnify directors and officers as well as other
employees and agents of the corporation against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement, in connection with
specified actions, suits or proceedings, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation, as
a derivative action), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of actions by or in the right of the corporation, except
that indemnification only extends to expenses (including attorneys fees)
actually and reasonably incurred in connection with the defense or settlement of
such action, and no indemnification shall be made where the person seeking
indemnification has been found liable to the corporation, unless and only to the
extent that a court determines is fair and reasonable in view of all
circumstances.
Our Certificate of Incorporation
provides that no director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law, (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit.
We may enter into indemnification
agreements with each of our directors and officers that are, in some cases,
broader than the specific indemnification provisions permitted by Delaware law,
and that may provide additional procedural protection. At present, we have not
entered into any indemnification agreements with our directors or officers, but
may choose to do so in the future. We have purchased Directors & Officers
Liability insurance for our directors and officers.
Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to our charter
documents or the DGCL, or otherwise, the registrant has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-1
At present, there is no pending
litigation or proceeding involving any of our directors, officers or employees
in which indemnification is sought, nor are we aware of any threatened
litigation that may result in claims for indemnification.
Item 16. Exhibits and Financial Schedule
See the Exhibit Index attached to this
registration statement and incorporated herein by reference.
Item 17. Undertakings.
The undersigned registrant hereby
undertakes:
(1) To file, during any period in
which offers or sales are being made, a post-effective amendment to this
registration statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii)
to reflect in the prospectus any facts or events arising after the effective
date of this registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement; and
(iii)
to include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to
such information in this registration statement;
provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii)
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act, as amended (the Exchange Act), that are
incorporated by reference in this registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of this
registration statement.
(2) That, for the purposes of
determining any liability under the Securities Act, each post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at the time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of
determining liability under the Securities Act to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement;
and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or
(b)(7) as part of a registration statement in reliance on Rule 430B relating to
an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of
providing the information required by section 10(a) of the Securities Act shall
be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or
the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date.
II-2
(5) The undersigned registrant
hereby undertakes that:
(i)
For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(ii)
For the purpose of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
The Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each
filing of the Registrants annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
indemnification provisions described herein, or otherwise, the Registrant has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of
the Securities Act, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Amendment No. 2 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in City of Jinhua, China
on the 29
th
day of May, 2014.
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KANDI TECHNOLOGIES
GROUP, INC.
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By:
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/s/ Hu
Xiaoming
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Hu Xiaoming
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Chairman of the Board
of Directors, President and
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Chief Executive Officer
(Principal Executive Officer)
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SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of
the Securities Act, this Amendment No. 2 to Registration Statement has been
signed by the following persons in the capacities and on the dates
indicated.
Signature
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Title
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Date
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/s/ Hu Xiaoming
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Chairman of the Board of Directors,
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Hu Xiaoming
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President and Chief Executive
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May 29, 2014
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Officer (Principal Executive Officer)
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/s/ Zhu Xiaoying
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Chief Financial Officer (Principal
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Zhu Xiaoying
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Financial Officer and Principal
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May 29, 2014
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Accounting Officer) and Director
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*
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Qian Jingsong
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Director
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May 29, 2014
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*
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Ni Guangzheng
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Director
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May 29, 2014
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*
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Jerry Lewin
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Director
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May 29, 2014
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*
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Director
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May 29, 2014
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Henry Yu
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*
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Director
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May 29, 2014
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Chen Liming
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*/s/ Hu Xiaoming
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Hu Xiaoming, as Attorney-in-Fact
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II-4
EXHIBIT INDEX
Exhibit
|
|
Number
|
Description
|
3.1
|
Certificate of Incorporation (filed as Exhibit 3.1 to the
Company s Registration Statement on Form SB- 2, dated April 1, 2005; File
No. 333-123735).
|
|
|
3.2
|
Certificate of Amendment of Certificate of Incorporation
(filed as Exhibit 4.2 to the Companys Form S- 3, dated November 19, 2009;
File No. 333-163222)
|
|
|
3.3
|
Certificate of Amendment of Certificate of Incorporation
(filed as Exhibit 3.1 to the Companys Form 8- K, dated December 21, 2012)
|
|
|
3.4
|
Amended and Restated Bylaws (filed as Exhibit 3.2 to the
Companys Form SB-2, dated April 1, 2005; File No. 333-123735).
|
|
|
4.1
|
Common Stock Specimen (filed as Exhibit 4.1 to the
Companys Registration Statement on Form SB- 2/A dated June 2, 2005; 1934
Act File No. 333-120431).
|
|
|
5.1
|
Opinion of Pryor Cashman LLP.**
|
|
|
10.1
|
Securities Purchase Agreement, dated as of December 21,
2010 between Kandi Technologies, Corp. and the Investors listed on the
Schedule of Buyers attached thereto (SPA) (filed as Exhibit 10.1 to the
Companys Current Report on Form 8-K, dated December 21, 2010).
|
|
|
10.2
|
Form of Warrant issued under the SPA (filed as Exhibit
4.1 to the Companys Current Report on Form 8- K, dated December 21,
2010).
|
|
|
10.3
|
Placement Agent Agreement, dated as of January 19, 2010
among Kandi Technologies, Corp. and FT Global Capital, Inc. (filed as
Exhibit 10.7 to the Companys Current Report on Form 8-K, dated January
21, 2010).
|
|
|
10.4
|
Placement Agent Agreement, dated as of June 18, 2013
among Kandi Technologies, Group, Inc. and FT Global Capital, Inc. (filed
as Exhibit 10.4 to the Companys Registration Statement on Form S-3, filed
September 20, 2013) (Registration No. 333-191283).
|
|
|
10.5
|
Placement Agent Warrant issued under the Placement Agent
Agreement (filed as Exhibit 10.5 to the Companys Registration Statement
on Form S-3, filed September 20, 2013)(Registration No. 333- 191283)
|
|
|
23.1
|
Consent of Independent Registered Public Accounting
Firm.**
|
|
|
23.2
|
Consent of Pryor Cashman LLP (included in legal opinion
filed as Exhibit 5.1).**
|
|
|
24.1
|
Powers of Attorney (incorporated by reference to the
Registration Statement on Form S-3 filed September 20, 2013) (Registration
No. 333-191283)
|
_____________
** Filed herewith
II-5
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