SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): January 5, 2010
PIMI
AGRO CLEANTECH, INC.
(Exact
name of registrant as specified in its charter)
| Delaware | 333-158986 | 26-4684680 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
269 South
Beverly Drive, Suite 1091
Beverly
Hills, California 90212
(Address
of principal executive offices) (zip code)
(310)
203-8278
(Registrant's
telephone number, including area code)
Marc J.
Ross, Esq.
Jonathan
R. Shechter, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Fl.
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
ITEM 3.02
|
UNREGISTERED
SALES OF EQUITY SECURITIES
|
As
previously disclosed on Form 10-Q for the period ended September 30, 2009 (“Form
10-Q”), on November 15, 2009 Pimi Agro Cleantech, Inc. (the “Company”) issued
37,037 shares of Commons stock $0.01 par value to Solomon Capital 401K
Trust (“Solomon Capital”), pursuant to a Stock Purchase Agreement dated November
12, 2009. Such shares were issued in consideration for payment of
$50,000 by Solomon Capital. Mr. Solomon Sharbat is the owner of Solomon Capital
401K Trust.
Following
the Company’s receipt of a check for $50,000 on November 12, 2009 the shares
were allocated to Solomon Capital. However, it came to the Company’s attention
that the check bounced due to insufficient funds in Solomon Capital's bank
account.
Following
communications with Mr. Sharbat regarding the bounced check, a sum of $24,000
was paid by Solomon Capital to the Company, with assurances by Mr. Sharbat that
the balance of the investment will be paid. However, to date no additional sums
were paid by Solomon Capital.
The
Company is currently attempting to understand from Mr. Sharbat whether such sums
will be paid, or whether the Company will need to undertake measures to cancel
the Shares previously issued to Mr. Sharbat.
|
ITEM 8.01
|
OTHER
EVENTS
|
See Item
3.02.
|
ITEM 9.01
|
FINANCIAL
STATEMENTS AND EXHIBITS
|
|
|
(a)
|
Financial
statements.
|
|
Not
applicable.
|
(b)
|
Pro
forma financial information.
|
Not
applicable.
|
(c)
|
Exhibits.
|
Not
applicable.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated:
January 7, 2010
| PIMI AGRO CLEANTECH, INC. | |||
|
By:
|
/s/ Youval Saly | ||
| Name: Youval Saly
Title: Chief
Executive Officer
|
|||