On October 28, 2009, American Lorain Corporation, a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement"), dated October 28, 2009, by and between the Company and the accredited investors signatories thereto (collectively, the "Investors"), pursuant to which the Company agreed to issue to the Investors (i) 5,011,169 shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock"), (ii) Series A Warrants to purchase 1,753,909 shares of Common Stock (the "Series A Warrant Shares") and (iii) Series B Warrants to purchase 501,115 shares of Common Stock (the "Series B Warrant Shares" and, collectively with the Series A Warrant Shares, the "Warrant Shares"). The aggregate purchase price is approximately $12 million. Pursuant to the Purchase Agreement, Investors have a right to participate in up to 25%, in the aggregate, of certain future financing transactions conducted by the Company within the next eighteen (18) months.

The initial exercise price of each of the Series A Warrants and Series B Warrants is $3.70 per share, subject to certain adjustments set forth therein, including adjustments in the event of certain future financing transactions conducted by the Company or in the event of a stock dividend or stock split. The Series A Warrants become exercisable six months from the date of issuance and have a term of five years thereafter. The Series B Warrants become exercisable six months from the date of issuance and have a term of 30 months thereafter.

In connection with the transaction, the Company entered into a registration rights agreement, pursuant to which the Company agreed to prepare and file a registration statement covering the resale of the Shares and the Warrant Shares with the Securities and Exchange Commission.

The Company is obligated to pay Rodman & Renshaw, LLC, as lead placement agent, and FT Global Inc., as co-lead placement agent, in the aggregate, a commission equal to 6% of the aggregate purchase price.

A form of the Purchase Agreement is attached hereto as Exhibit 10.1, a form of the Series A Warrant is attached hereto as Exhibit 4.1, a form of the Series B Warrant is attached hereto as Exhibit 4.2 and a form of the Registration Rights Agreement is attached hereto as Exhibit 4.3, each of which is incorporated into this Item 1.01 by reference.

The information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.

Based upon certain representations made by the Investors, as set forth in the Purchase Agreement and the Warrants, the securities were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act and Regulation D thereunder.

On October 29, 2009, the Company issued a press release announcing the closing of the transaction described in Item 1.01 of this Current Report on Form 8-K.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.