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Share Name | Share Symbol | Market | Type |
---|---|---|---|
One Bio Corp (CE) | USOTC:ONBI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.003 | 0.00 | 01:00:00 |
Florida
|
7380
|
59-3656663
|
||
(State or Other Jurisdiction of
|
(Primary Standard Industrial
|
(I.R.S. Employer Identification Number)
|
||
Incorporation or Organization)
|
Classification Code Number)
|
(Address, including zip code, and telephone number including area code, of Registrant’s principal executive offices)
|
Marius Silvasan
|
Chief Executive Officer
|
ONE Bio, Corp.
|
19950 West Country Club Drive, Suite 100, Aventura, FL 33180
|
Tel. No: (305) 328-8662 Fax No: (305) 328-7952
|
(Name, address, including zip code, and telephone number including area code, of agent for service)
|
Jerold N. Siegan, Esq.
|
Mitchell Nussbaum, Esq.
|
Arnstein & Lehr, LLP
|
Loeb & Loeb LLP
|
120 S Riverside Plaza, 12th Floor
|
345 Park Avenue
|
Chicago, Illinois 60606
|
New York, NY 10154
|
Tel. No: (312) 876-7874 Fax No: (312) 876-6274
|
Tel. No: (212) 407-4000 Fax No: (212) 540-3013
|
Title of each class of securities to be registered
|
Proposed
maximum
aggregate
offering
price(1)(2)
|
Amount of
registration
fee
|
||||||
Common stock, $0.001 par value
|
$
|
31,363,640
|
$
|
2,237
|
||||
Underwriter’s warrants
|
$
|
100
|
(3)
|
|||||
Common Stock, $0.001 par value underlying the underwriter’s warrants(4)
|
1,704,548
|
122
|
||||||
TOTAL
|
$
|
33,068,286
|
$
|
2,358
|
(5)
|
SEC Registration Fees
|
$
|
2,349
|
||
FINRA Fees
|
$
|
3,125
|
||
Printing and Engraving Expenses
|
$ |
25,000
|
||
Legal Fees and Expenses
|
$ |
450,000
|
||
Accounting Fees and Expenses
|
$ |
10,000
|
||
Miscellaneous
|
$ |
9,526
|
||
Total
|
$
|
500,000
|
(1)
|
To file, during any period in which offers or sales are being made pursuant to this Registration Statement, a post-effective amendment to this registration statement:
|
|
(ii)
|
to reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
|
|
(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.
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such 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 that 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)
|
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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.
|
(5)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions described in Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission 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.
|
ONE BIO, CORP.
|
||
By:
|
/s/
Marius Silvasan
|
|
Name: Marius Silvasan
|
||
Title: Chief Executive Officer and President
|
Signature
|
Title
|
Date
|
||
/s/
Michael Weingarten
|
Chairman of the Board and Director
|
December 3
,
2010
|
||
Michael Weingarten
|
||||
/
s/ Marius Silvasan
|
Chief Executive Officer (Principal executive Officer) and Director
|
December 3
,
2010
|
||
Marius Silvasan
|
||||
/s/ Cris Neely
|
Chief Financial Officer (Principal Accounting Officer) and Director
|
December 3
,
2010
|
||
Cris Neel
y
|
||||
/s
/ Min Zhao
|
Director
|
December 3
,
2010
|
||
Min Zhao
|
||||
/s/
Qingsheng Fan
|
Director
|
December 3
,
2010
|
||
Qingsheng Fan
|
||||
/s/
James Fernandes
|
Director
|
December 3
,
2010
|
||
James Fernandes
|
||||
/s/ Frank Klees
|
Director
|
December 3
,
2010
|
||
Frank Klees
|
||||
/s/
Jan E. Koe
|
Director
|
December 3
,
2010
|
||
Jan E. Koe
|
||||
/s/
John Perkins
|
Director
|
December 3
,
2010
|
||
John Perkins
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
1.1 +
|
Form of Underwriting Agreement between the Company and Rodman & Renshaw
|
|
3.1
|
Certificate of Incorporation, as filed with the Florida Secretary of State on June 30, 2000 (1)
|
|
3.2
|
By-Laws (1)
|
|
3.3*
|
Amendments to Articles of Incorporation (10)
|
|
3.4
|
Certificate of Designations, Preferences, Rights and Limitations of Series A Preferred Stock as files with the Florida Secretary of state on October 26, 2009 (2)
|
|
4.1 +
|
Form of underwriter warrant
|
|
5.1 *
|
Opinion of Legal Counsel
|
|
10.1*
|
Share Purchase Agreement entered into as of June 17, 2009, by and between Registrant and Min Zhao (4)
|
|
10.2*
|
Escrow Agreement entered into on June 17, 2009, by and between Registrant and Min Zhao (4)
|
|
10.3*
|
Share Purchase Agreement entered into June 17, 2009, by and between Registrant and Green Planet Bioengineering, Co., Ltd., Inc. (4)
|
|
10.4*
|
Escrow Agreement entered into as of June 17, 2009, by and between Registrant and Green Planet BioEngineering, Co., Ltd. (4)
|
|
10.5*
|
Share Purchase Agreement entered into as of June 17, 2009, by and between Registrant and Shanyan Ou (4)
|
|
10.6*
|
Escrow Agreement entered into as of June 17, 2009, by and between Registrant and Shanyan Ou (4)
|
|
10.7*
|
Share Purchase Agreement entered into as of June 17, 2009, by and between Registrant and Thomas See Chung Chan (4)
|
|
10.8*
|
Escrow Agreement entered into as of June 17, 2009, by and between Registrant and Thomas See Chung Chan (4)
|
|
10.9*
|
Share Purchase Agreement entered into as of June 17, 2009, by and between Registrant and William Crawford (4)
|
|
10.10*
|
Escrow Agreement entered into as of June 17, 2009, by and between Registrant and William Crawford (4)
|
|
10.11*
|
Share Purchase Agreement entered into as of June 17, 2009, by and between Registrant and Marius Silvasan (4)
|
|
10.12*
|
Escrow Agreement entered into ass of June 17, 2009, by and between Registrant and Marius Silvasan (4)
|
|
10.13*
|
Share Purchase Agreement entered into as of June 17, 2009, by and between Registrant and Jeanne Chan (4)
|
|
10.13*
|
Escrow Agreement entered into as of June 17, 2009, by and between Registrant and Jeanne Chan (4)
|
|
10.14*
|
Share Purchase Agreement entered into as of June 17, 2009, by and between Registrant and Michael Karpheden (4)
|
|
10.15*
|
Escrow Agreement entered into as of June 17, 2009, by and between Registrant and Michael Karpheden (4)
|
|
10.16*
|
Share Purchase Agreement entered into as of June 17, 2009, by and between Registrant and Abacus Investments, Corp. (4)
|
|
10.17*
|
Escrow Agreement entered into as of June 17, 2009, by and between Registrant and Abacus Investments Corp. (4)
|
|
10.18*
|
Share Purchase Agreement entered into as of June 17, 2009, by and between Registrant and Prestige Ventures, Corp. (4)
|
|
10.19*
|
Escrow Agreement entered into as of June 17, 2009, by and between Registrant and Prestige Ventures, Corp. (4)
|
|
10.20*
|
Share Purchase Agreement entered into as of August 26, 2009, by and between Registrant and Trade Finance Solutions Inc. and the shareholders of Trade Finance Solutions Inc. (5)
|
|
10.21*
|
Management Entrustment Agreement entered into as of September 27, 2009 in Jianou City, Fujian Province, P.R.C., by and between Jianou Lujian Foodstuff Co., Ltd. Fujian United Bamboo Technology Co., Ltd. (6)
|
|
10.22*
|
Shareholder’s Voting Proxy Agreement entered into as of September 27, 2009 in Jianou City, Fujian Province, P.R.C. between Fujian United Bamboo Technology Co., Tang Jinrong, Li Li Fang and Tang Shuiyou (6)
|
|
10.23*
|
Exclusive Option Agreement entered into as of September 27, 2009 in Jianou City, Fujian Province, P.R.C. between Fujian United Bamboo Technology Co., Ltd. and Tang Jinrong, Li Li Fang, Tang Shuiyou, and Jianou Lujian Foodstuff Co., Ltd. (6)
|
|
10.24*
|
Letter of Commitment dated September 27, 2009 to Fujian United Bamboo Technology Co., Ltd. from Tang Jinrong, Li Li Fang and Tang Shuiyou (6)
|
|
10.25*
|
Trademark Application Right Assignment Agreement entered into on September 27, 2009 in Jianou City, Fujian Province, China, by and between Jianou Lujian Foodstuff Co., Ltd. (Assignor) and Fujian United Bamboo Technology Co., Ltd. (Assignee) (6)
|
|
10.26*
|
Lease dated as of September 27, 2009 by and between Jianou Lujian Foodstuff Co., Ltd. and Fujian United Bamboo Technology Co., Ltd. (6)
|
|
10.27*
|
Share Exchange Agreement, dated as of September 27, 2009 by and among Registrant, United Green Technology Inc., Supreme Discovery Group Limited and all of the Shareholders of BVI (6)
|
|
10.28*
|
Preferred Share Exchange Agreement entered into as of this September 27, 2009, by and between Registrant and United Green Technology Inc., a Nevada corporation (6)
|
|
10.29*
|
Share Purchase Agreement entered into as of November 4, 2009, by and between Registrant and United Green Technology Inc. (7)
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
10.30*
|
Preferred Share Purchase Agreement entered into as of June 17, 2009, by and between Registrant and Green Planet Bioengineering, Co., Ltd., Inc. (7)
|
|
10.31*
|
Securities Purchase and Registration agreement entered into as of January 8, 2010, by and between Registrant, and each of the purchasers listed or to be listed on Schedule 1 attached to this Agreement (8)
|
|
10.32*
|
Registrant’s 8% Convertible Promissory Note in the amount of $150,000 dated January 8, 2010 (8)
|
|
10.33*
|
Registrant’s 8% Convertible Promissory Note in the amount of $150,000 dated January 8, 2010 (8)
|
|
10.34*
|
Registrant’s Common Stock Purchase Warrant No. 1 to purchase 24,683 warrant shares dated January 8, 2010 (8)
|
|
10.35*
|
Registrant’s Common Stock Purchase Warrant No. 3 to purchase 24,683 warrant shares dated January 8, 2010 (8)
|
|
10.36*
|
Michael S. Weingarten Executive Employment Agreement
|
|
10.37*
|
Marius Silvasan Executive Employment Agreement
|
|
10.38*
|
Jeanne Chan Executive Employment Agreement
|
|
10.39*
|
Cris Neely Executive Employment Agreement
|
|
10.40*
|
Min Zhao Executive Employment Agreement
|
|
10.41*
|
Jinrong Tang Executive Employment Agreement
|
|
10.42*
|
Independent Director Agreement, Qingsheng Fan
|
|
10.43*
|
Independent Director Agreement, James Fernandes
|
|
10.44*
|
Independent Director Agreement, Frank Klees
|
|
10.45*
|
Independent Director Agreement, Jan E. Koe
|
|
10.46*
|
Independent Director Agreement, John Perkins
|
|
10.47*
|
ONE Bio, Corp. 2009 Omnibus Securities and Incentive Plan
|
|
10.48*
|
Audit Committee Charter
|
|
10.49*
|
Compensation Committee Charter
|
|
10.50*
|
Nominating and Corporate Governance Committee Charter
|
|
10.51*
|
Entrusted Management Agreement dated July 25, 2008, among Fujian Green Planet Bioengineering Co., Ltd., Sanming Hujian Bio-Engineering Co., Ltd. (“Sanming”) and the Sanming shareholders
|
|
10.52*
|
Shareholders’ Voting Proxy Agreement dated July 25, 2008, among Fujian Green Planet Bioengineering Co., Ltd. and the Sanming shareholders
|
|
10.53*
|
Exclusive Purchase Option Agreement dated July 25, 2008, among Fujian Green Planet Bioengineering Co., Ltd. and the Sanming shareholders
|
|
10.54*
|
Share Pledge Agreement dated July 25, 2008, among Fujian Green Planet Bioengineering Co., Ltd. and the Sanming shareholders
|
|
10.55*
|
Land Lease Contract between Jianou Lujian Foodstuff Co., Ltd. (Lessee) and Jian’ou Ouning District Administrative Office (Lessor) regarding land located in Beijinkeng of Shuixi Village
|
|
10.56*
|
Sales Contract (raw materials) between Wuhan Yangpu Chemicals Co., Ltd. (supplier) and Sanming Huajian Bioengineering Co., Ltd. (buyer) regarding Grade-A petroleum ether.
|
|
10.57*
|
Sales Contract (raw materials) between Fuzhou Xianglong Food Addictives Co., Ltd. (supplier) and Sanming Huajian Bioengineering Co., Ltd. (buyer) regarding angel yeast, brown sugar and starch.
|
|
10.58*
|
Sales Contract (raw materials) between Fujian Dongshi Petrochemical Co., Ltd. (supplier) and Sanming Huajian Bioengineering Co., Ltd. (buyer) regarding #6 organic solvents and ethyl acetate.
|
|
10.59*
|
Share Pledge Agreement dated September 27, 2009 between Fujian United Bamboo Technology Co., Ltd. and the shareholders of Jianou Lujian Foodstuff Co., Ltd.
|
|
10.60*
|
Research and Development Contract dated July 28, 2005, between Fudan University and Sanming
|
|
10.61*
|
Land Lease Contract effective July 1, 2009, between the Sanyuan Forestry Bureau of Sanming City and Sanming
|
|
10.62*
|
Land Lease Contract effective July 1, 2009, between the Sanyuan Forestry Bureau of Sanming City and Sanming
|
|
10.63*
|
Common Stock Purchase Agreement dated June 4, 2009, among, Abacus Global Investments, Corp., Belmont Partners LLC and Contracted Services, Inc. (including all exhibits and schedules thereto and related agreements as follows: Exhibit 1 – Agreement to Prevent Resale and Dilution and Irrevocable Proxy Coupled with an Interest; Exhibit 2 – Unanimous written Consent of the Board of Directors in Lieu of A Special Meeting of Contracted Services, Inc.; Exhibit 3 – Irrevocable transfer Agent Instructions; Exhibit 4 – Written (majority) Shareholders Consent in Lieu of a Special Meeting of Shareholders of Contracted Services, Inc.; Exhibit 5 – Unanimous written Consent of the Board of Directors and Majority Shareholders in Lieu of a Special Meeting of Contracted Services, Inc.; Exhibit 8 – Affidavit of Source of Funds; Exhibit A – Proforma Consolidated balance Sheet as of December 31, 2008 of certain prospective target acquisition candidates; Exhibit B and Schedule A – Executive Summary and description of 4 prospective target acquisition candidates; Promissory Note dated June 2, 2009 from Contracted Services, Inc. to Belmont Partners LLC in the principal amount of $235,000; Escrow Agreement dated June 4, 2009, between Abacus Global Investments, Corp., Belmont Partners LLC and Escrow LLC; Security Agreement dated as of June 2, 2009, between Contracted Services, Inc. and Belmont Partners LLC)
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
10.64*
|
Addendum Agreement of Research and Development Contract dated May 8, 2010 between Sanming and Fudan University
|
|
10.65*
|
Secured Line of Credit Promissory Note dated February 2, 2010, between the Registrant, Mr. Weingarten and ONE-V Group, LLC.
|
|
10.66*
|
Land Lease Agreement effective January 1, 2007 between JLF and Lingkou Village
|
|
10.67*
|
Land Lease Agreement effective January 1, 2007 between JLF and Jixi Village
|
|
10.68*
|
HACCP Certificates issued by China Quality Certification Centre dated October 20, 2005
|
|
10.69*
|
Share Purchase Agreement dated as of April 10, 2010, by and between Registrant and Min Zhao (9)
|
|
10.70*
|
Agreement dated as of April 10, 2010, between Registrant and Green Planet Bioengineering Co., Ltd (9)
|
|
10.71*
|
Option Agreement dated as of April 10, 2010, between Registrant and Green Planet Bioengineering Co., Ltd (9)
|
|
10.72*
|
Loan Extension and Modification Agreement dated August 12, 2010, between ONE Bio, Corp. and UTA Capital LLC, Gal Dymant, Alan Fournier and Frontier PTY Ltd. (11)
|
|
10.73*
|
$200,000 Amended and Restated Promissory Note between ONE Bio, Corp. and Gal Dymant (11)
|
|
10.74*
|
$150,000 Amended and Restated Promissory Note between ONE Bio, Corp. and Gal Dymant (11)
|
|
10.75*
|
$550,000 Amended and Restated Promissory Note between ONE Bio, Corp. and Alan Fournier (11)
|
|
10.76*
|
$100,000 Amended and Restated Promissory Note between ONE Bio, Corp. and Frontier PTY Ltd. (11)
|
|
10.77*
|
$1,850,000 Amended and Restated Promissory Note between ONE Bio, Corp. and UTA Capital LLC (11)
|
|
10.78*
|
$150,000 Amended and Restated Promissory Note between ONE Bio, Corp. and UTA Capital LLC (11)
|
|
10.79 *
|
Amendment to Executive Employment Agreement with Michael S. Weingarten
|
|
10.80 *
|
Amendment to Executive Employment Agreement with Marius Silvasan
|
|
10.81 *
|
Amendment to Executive Employment Agreement with Jeanne Chan
|
|
10.82 *
10.83+
|
Amendment to Executive Employment Agreement with Cris Neely
Form of Lock-up Agreement
|
|
14
|
Code of Business Conduct and Ethics (1)
|
|
21*
|
List of Subsidiaries
|
|
23.1*
|
Consent of Jewett, Schwartz, Wolfe & Associates, Registrant’s independent auditors
|
|
24.1*
|
Power of Attorney
|
|
99.1*
|
JAS Foreign farm products producer organic certification
|
|
99.2*
|
JAS Foreign Processed Foods Production Process Manager Organic Certification
|
|
99.3*
|
Kosher Certificates issued by KOF-K dated February, 2, 2010
|
|
99.4*
|
Proofs of front and back inside cover for prospectus
|
|
99.5*
|
Financial information of Trade Finance Solutions
|
|
99.6*
|
Financial information of Jianou Lujian Foodstuff Co., Ltd.
|
|
99.7*
|
Legal opinion Of Beijing Deheng Law Offices dated February 8, 2010.
|
|
99.8*
|
Legal opinion Of Beijing Deheng Law Offices dated October 14, 2008.
|
|
99.9*
|
Consent of Beijing Deheng Law Offices dated October 15, 2010 regarding legal dated February 8, 2010
|
|
99.10*
|
Consent of Beijing Deheng Law Offices dated October 15, 2010 regarding legal dated October 14, 2008
|
|
99.11*
|
Legal opinion of Global Law Office (including consent) dated October 19, 2010
|
(1) | Incorporated by reference to Registrant’s original filing on Form SB-2 as filed with the SEC on August 15, 2006 |
(2) | Incorporated by reference to Registrant’s Definitive Schedule 14C information Statement as filed with the SEC on October 15, 2009 |
(3) | To be filed by amendment |
(4) | Incorporated by reference to Registrant ‘s Current Report on Form 8-K as filed with the SEC on July 27, 2009 |
(5) | Incorporated by reference to Registrant’s Current Report on Form 8-K as filed with the SEC September 9, 2009 |
(6) | Incorporated by reference to Registrant’s Current Report on Form 8-K as filed with the SEC September 30, 2009 |
(7) | Incorporated by reference to Registrant’s Current Report on Form 8-K as filed with the SEC on December 21, 2009 |
(8) | Incorporated by reference to Registrant’s Current Report on Form 8-K as filed with the SEC on January 19, 2010 |
(9) | Incorporated by reference to Registrant’s Registration Statement on Form SB-2 as filed with the SEC on August 15, 2006, Registrant’s Current Report on Form 8-K as filed with the SEC on April 19, 2010 and Registrant’s Amended Current Report Form 8-K/A filed with the SEC on July 29, 2010 |
(10) | Incorporated by reference to Registrant’s Amended Current Report on Form 8-K/A filed with the SEC on July 29, 2010 |
(11) | Incorporated by reference to Registrant’s Amended Current Report on Form 8-K filed with the SEC on August 18, 2010 |
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