Attached files
DELAWARE
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87-0638510
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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[ ] 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))
On July 19, 2010, the Company received notice from Iroquois Master Fund, LTD., one of the Participation Rights Holders, of its intention to participate in the Registered Direct Offering by purchasing $25,725 of the Common Stock for a negotiated price of $0.449 per share. As a result, the Company entered into a Subscription Agreement with Iroquois Master Fund, LTD. on July 19, 2010 (the "Iroquois Subscription Agreement"). Because Iroquois Master Fund, LTD. elected to participate in the Registered Direct Offering by purchasing $25,725 of the Common Stock, the amount of the Common Stock purchased by War Chest Capital Partners was reduced from $750,000 to $724,275. The Registered Direct Offering resulted in the Company issuing 1,613,085 shares of Common Stock to War Chest Capital Partners and 57,293 shares of Common Stock to Iroquois Master Fund, LTD. for gross proceeds to the Company of approximately $750,000, before deducting offering expenses. The net offering proceeds to the Company from the sale of the Common Stock, after deducting estimated offering expenses payable by the Company, are expected to be approximately $740,000.
The closings of the sale and issuance of the Common Stock for the Registered Direct Offering will take place in three separate closings on July 15, 2010, July 20, 2010 and one scheduled for July 21, 2010.
A copy of the opinion of Stoel Rives LLP, the War Chest Subscription Agreement and the Iroquois Subscription Agreement are attached to this Current Report on Form 8-K as Exhibits 5.1, 10.1 and 10.2, respectively, and are incorporated herein by reference. The foregoing is only a brief description of the material terms of the War Chest Subscription Agreement and the Iroquois Subscription Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to these exhibits.
RASER TECHNOLOGIES, INC.
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Date: July 20, 2010
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By:
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/s/ John T. Perry
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John T. Perry
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Chief Financial Officer
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Exhibit No.
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Description
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EX-10.1
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Subscription Agreement, dated July 14, 2010, between Raser Technologies, Inc. and War Chest Capital Partners
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EX-10.2
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Subscription Agreement, dated July 19, 2010, between Raser Technologies, Inc. and Iroquois Master Fund, LTD.
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EX-5.1
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Opinion of Stoel Rives LLP
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