Attached files
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| EX-10.1 - EXHIBIT 10.1 - PIMI AGRO CLEANTECH, INC. | ex101.htm |
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): April 15, 2010
PIMI AGRO CLEANTECH, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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333-158986
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26-4684680
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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269 South Beverly Drive, Suite 1091
Beverly Hills, California 90212
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (310) 203-8278
Copies to:
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))
Pimi Agro CleanTech, Inc. (the “Company”) executed a Securities Purchase Agreement (the “Agreement”) with three qualified institutional buyers (the “Subscribers”), namely, Iowa’s TSA Trust Fund, PFFI Ret. Foundation, and Oregon Orate – OSGP Fund, in connection with a private placement in the aggregate amount of $2,082,400 (the “Private Placement”). The Company will be issuing to the Subscribers an aggregate of 1,096,000 shares of its common stock, par value $0.01 (“Common Stock"), at a purchase price of $1.90 per share (the “Securities”).
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended, for the private placement of the above-referenced Securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the investors were accredited investors, the investors had access to information about us and their investment, the investors took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.
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ITEM 3.02
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UNREGISTERED SALES OF EQUITY SECURITIES
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See Item 1.01 above. The information included in Item 1.01 of this current report on Form 8-K is incorporated by reference into this Item 3.02.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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a)
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Financial statements.
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Not applicable.
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(b)
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Pro forma financial information.
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Not applicable.
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(c)
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Exhibits.
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Exhibit Number
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Description
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10.1
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Form of Subscription Agreement, by and between Pimi Agro Cleantech, Inc. and the subscribers thereto, dated April 15, 2010.
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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.
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Pimi Agro Cleantech, Inc.
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Date: April 21, 2010
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By:
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/s/ Youval Saly | |
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Youval Saly
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Chief Executive Officer
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