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): March 16, 2010
DEFENSE
SOLUTIONS HOLDING, INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
|
333-146290
(Commission
File Number)
|
26-3624592
(IRS
Employer Identification Number)
|
707
Eagleview Boulevard
Exton,
Pennsylvania 19431-1159
(Address
of principal executive offices, including zip
code)
|
Registrant’s telephone number,
including area code: (610)
833-6000
(Former
name or former address, if changed since last report)
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
3.02 Unregistered Sales of
Equity Securities
On March
16, 2010, Defense Solutions Holding, Inc. (the “Company”) completed the sale of
1,500,000 shares of Common Stock to Seaside 88, L.P. (“Seaside”)
pursuant to the Common Stock Purchase Agreement between the Company and Seaside
dated as of December 15, 2009 (the “Stock Purchase
Agreement”). In accordance with the terms of the Stock
Purchase Agreement, the purchase price of the shares was approximately $.15 per
share, which was 65% of the volume weighted average trading prices of the Common
Stock for the ten consecutive days preceding the closing date. The
net proceeds to the Company from the sale were approximately
$224,285. The Company relied upon the exemption provided by Section
4(2) of the Securities Act of 1933, as amended and Rule 506 promulgated
thereunder, in making such sale.
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.
Defense
Solutions Holdings, Inc.
(Registrant)
|
|||
|
By:
|
/s/ David V. DiFelice | |
Name: | David V. DiFelice | ||
Title: | Chief Financial Officer | ||
Dated: March
23, 2010