Attached files
file | filename |
---|---|
EX-4.2 - SULPHCO INC | v172600_ex4-2.htm |
EX-4.1 - SULPHCO INC | v172600_ex4-1.htm |
EX-1.1 - SULPHCO INC | v172600_ex1-1.htm |
EX-5.1 - SULPHCO INC | v172600_ex5-1.htm |
EX-10.1 - SULPHCO INC | v172600_ex10-1.htm |
EX-99.1 - SULPHCO INC | v172600_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 26, 2010
SulphCo,
Inc.
(Exact
name of registrant as specified in charter)
Nevada
|
001-32636
|
88-0224817
|
||
(State
or other
jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
4333
W. Sam Houston Pkwy N., Suite 190
Houston,
Texas 77043
(Address
of principal executive offices) (Zip Code)
(713)
896-9100
(Registrant’s
telephone number, including area code)
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):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01. Entry into a Material Definitive Agreement.
On
January 25, 2010, SulphCo, Inc. (the “Company”) entered into a placement agency
agreement (the “Placement Agency Agreement”) with FIG Partners, L.L.C. (the
“Placement Agent”), pursuant to which the Placement Agent agreed to use its
reasonable best efforts to arrange for the sale of up to 11,764,712 units (the
“Units”), each comprising (i) one share of common stock, (ii) a 2-Year Warrant
to purchase 0.5 of a share of common stock for an exercise price of $0.70 and
(iii) a 5-Year Warrant to purchase 0.5 of a share of common stock for an
exercise price of $1.00. The Units will be offered to investors at a negotiated
price of $0.51 per Unit. Units will not be issued or certificated, and the
shares of common stock and the warrants will be issued separately.
On
January 26, 2010, the Company entered into Subscription Agreements (the
“Subscription Agreements”) with a group of purchasers (the “Purchasers”) for the
sale of up to 11,764,712 Units at a purchase price of $0.51 per Unit for gross
proceeds of $6,000,003.12.
The net
proceeds to the Company from the registered direct public offering, after
deducting placement agent fees and expenses and the Company’s offering expenses,
are expected to be approximately $5.5 million. The Placement Agent
will receive a cash fee of $360,000 (6.0% of the offering
proceeds). In addition, the Placement Agent will receive warrants to
purchase
up to 294,118 shares of our common stock to be issued to the Placement Agent
(the “Placement Agent Warrants”). The Placement Agent Warrants will be issued 60
days after the closing of this offering, and will have terms identical to the
2-Year Warrants, except that the exercise price will be the greater of (a) $0.70
and (b) the closing price of our common stock on the 60th day (or trading day
nearest thereto) following the closing of this offering. The offering
closed on January 29, 2010.
The
shares are being offered pursuant to a prospectus supplement filed with the
Securities and Exchange Commission (the “Commission”) on January 28, 2010 in
conjunction with a shelf take down from the Company’s registration statement on
Form S-3 (File No. 333-145460) which was declared effective by the Commission on
September 4, 2007.
The
Subscription Agreements, the 2-Year Warrants, the 5-Year Warrants and the
Placement Agency Agreement contain representations, warranties, and covenants of
the Company, the Placement Agent and the Purchasers which are typical for
transactions of this type.
This
summary is not complete, and is qualified in its entirety by reference to the
full text of the Placement Agency Agreement, the 2-Year Warrants, the 5-Year
Warrants and the form of Subscription Agreement which are attached hereto as
Exhibits 1.1, 4.1, 4.2 and 10.1, respectively. Readers should review
the Placement Agency Agreement, the 2-Year Warrants, the 5-Year Warrants and the
form of Subscription Agreement for a more complete understanding of the terms
and conditions associated with this transaction.
The
provisions of the Placement Agency Agreement, the 2-Year Warrants, the 5-Year
Warrants and the form of Subscription Agreement, including without limitation
the representations and warranties contained therein, are not intended as
documents for investors and the public to obtain factual information about the
current state of affairs of the parties to those documents and
agreements. Rather, investors and the public should look to other
disclosures contained in the Company’s reports under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”).
Item
8.01. Other Events.
On January 26, 2010, the Company issued
a press release announcing the execution of the Subscription
Agreements. A copy of the press release is attached hereto as Exhibit
99.1.
Exhibit
99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act,
or otherwise subject to the liabilities under that Section and shall not be
deemed to be incorporated by reference in to any filing of the Company under the
Securities Act of 1933 or the Exchange Act.
2
The
Company has filed, in accordance with the Securities Act of 1933, as amended
(the “Securities Act”), with the Commission a registration statement on Form S-3
(File No. 333-145460), including a base prospectus dated April 30, 2008,
registering up to $150,000,000 of equity securities and the offering thereof
from time to time in accordance with Rule 415 under the Securities Act, which
incorporates by reference documents which the Company has filed or will file in
accordance with the Exchange Act. On January 28, 2010, the Company
filed a prospectus supplement no. 2 dated January 28, 2010 relating to the sale
of its shares of common stock under the Subscription Agreements, as described
under Item 1.01 above. Exhibits 1.1, 4.1, 4.2, 5.1, 10.1 and 23.1 are
attached to this current report in connection with that offering.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
|
Exhibit Title or
Description
|
|
1.1
|
Placement
Agency Agreement dated as of January 25, 2010 between SulphCo, Inc. and
FIG Partners, L.L.C.
|
|
4.1
|
Form
of 2-Year Warrants
|
|
4.2
|
Form
of 5-Year Warrants
|
|
5.1
|
Opinion
of McDonald Carano Wilson LLP
|
|
10.1
|
Form
of Subscription Agreement, dated as of January 26, 2010 between SulphCo,
Inc. and each of the investors in the offering
|
|
23.1
|
Consent
of McDonald Carano Wilson LLP (included in Exhibit 5.1)
|
|
99.1
|
News
release issued by SulphCo, Inc. on January 26, 2010 announcing the
offering
|
3
SIGNATURE
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.
SulphCo,
Inc.
|
||||
Dated
as of: January 29, 2010
|
By:
|
/s/ Stanley W. Farmer | ||
|
Name: |
Stanley
W. Farmer
|
||
|
Title:
|
Vice
President, Chief Financial Officer
Treasurer
and Corporate Secretary
|
4