Attached files
| file | filename |
|---|---|
| EX-4.1 - EXH41 - XZERES Corp. | exh4_1.htm |
| EX-10.1 - EXH101 - XZERES Corp. | exh10_1.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 27, 2010
Cascade Wind
Corp.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
333-91191
|
74-2329327
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
9025 SW Hillman Court, Building 31, Suite #3126,
Wilsonville, OR
|
97070
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: 503-388-7350
|
___________________________________________________
(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:
[
] Written communications pursuant to
Rule 425 under the Securities Act (17CFR 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))
SECTION
1 – Registrant’s Business and Operations
|
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
On April
27, 2010, the Company entered in to a three (3) year, three (3) month lease
agreement with BIT Holdings Fifty-Seven-Inc., a Maryland corporation, for the
use of approximately 13,558 square feet of which 3,960 square feet is office
space located at 9025 SW Hillman Court, Bldg. 31, Suites #3126 and 3122 in
Wilsonville, Oregon. The lease includes an option to extend for an additional
three (3) year term. Our rent starts at $2,500 per month for suite
3126 and $940 per month for suite 3122. The rent doubles to $5,000
per month and $1,880 per month for the suites, respectively, in month seven and
then escalates every six months thereafter until the final six months of the
term. The final monthly rent for the two suites is $5,463 and $2,054,
respectively. We have paid advance rent of $4,000 and a security
deposit of $15,838. We are also responsible for our proportionate
share of the CAM and real property taxes attributable to the
building.
The
tenant improvement portion of the lease is guaranteed by one of our
shareholders, Core Fund, L.P. The Company has agreed to replace this guarantee
with a bank letter of credit upon closing of the financing. Such letter of
credit is expected to total $60,000.
The
Company’s new business and mailing address is 9025 SW Hillman Court, Bldg. 31,
Suite #3126, Wilsonville, Oregon 97070.
The
foregoing summary description of our lease agreement is qualified in its
entirety by the full text of the written lease agreement, a copy of which is
attached to this Form 8-K.
Item
3.02 Unregistered Sales of Equity Securities
On
April 28, 2010, the Company closed on the initial round of its ongoing, private
placement offering of its common stock at $1.00 per share for total gross
proceeds of 3,000,000. At this initial closing, the Company
issued 3,000,000 shares of common stock and warrants. In addition, each
purchaser of our common stock also received warrants to purchase additional
shares of our common stock in an amount equal to thirty-five percent (35%) of
the number of Shares purchased by that investor, which warrants will be
exercisable for three (3) years from the date of issuance at a strike price of
$1.25 per share. Additional terms and conditions of the warrants are set forth
in the attached form of warrant. We are obligated to use our best efforts to
file a registration statement on Form S-1 that will permit the purchasers to
resell the shares and the shares underlying the warrants within ninety (90) days
of the final closing of our private placement.
The
shares of common stock were issued pursuant to the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended and Rule 506
of Regulation D. The shares and warrants were sold to accredited investors as
defined in Regulation D under the Securities Act. No general
solicitation or advertising was used in connection with the
offering. All securities sold are “restricted securities” within the
meaning of Regulation D.
We
paid commissions and other related fees in the total amount of $300,000 to our
placement agent, Jesup & Lamont Securities Corp.
Item
9.01 Financial Statements and 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.
Cascade
Wind Corp.
/s/Steven
Shum
Steven
Shum
CFO
Date: May 3, 2010