Attached files
| file | filename |
|---|---|
| EX-10.5 - STW RESOURCES HOLDING CORP. | v196729_ex10-5.htm |
| EX-10.2 - STW RESOURCES HOLDING CORP. | v196729_ex10-2.htm |
| EX-10.4 - STW RESOURCES HOLDING CORP. | v196729_ex10-4.htm |
| EX-10.1 - STW RESOURCES HOLDING CORP. | v196729_ex10-1.htm |
| EX-10.3 - STW RESOURCES HOLDING CORP. | v196729_ex10-3.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): August 5, 2010
STW RESOURCES
HOLDING CORP.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-51430
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20-3678799
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||
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(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
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(IRS
Employer Identification
No.)
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619 West
Texas Ave
Suite
126
Midland Texas,
79701
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (432) 686-7777
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))
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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On August
5, 2010, the Company entered into a Joint Venture Agreement (the “JV Agreement”)
with Aqua Verde, LLC (“AV”). Pursuant to the JV Agreement, STW and AV agreed to
collectively work together through the joint venture to procure water
reclamation contracts with natural gas drilling companies in the states of
Colorado and Texas. In addition, AV shall assign all of its existing master
services agreements and master services contracts to the joint
venture.
The joint
venture shall be named Water Reclamation Partners, LLC, and shall be owned 51%
by the Company and 49% by AV, with the Company having exclusive control and
management of the business of the joint venture. In addition, a steering
committee shall be established for the purpose of managing and directing the
joint pursuits of the joint venture, and shall be comprised of two
representatives from the Company and two representatives of AV.
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ITEM 3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES
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On
August, 31, 2010, the Company closed a best-efforts private placement for which
it received gross proceeds of $705,000 (the “Offering”). The private placement
was issued pursuant to a 12% Convertible Note (the “Convertible Note”) that
mature 1 year from the issuance date. The holders of the Convertible Note may
convert the principal portion of the Convertible Note and accrued interest on
such portion, until such time as the Convertible Note is fully paid, at a
conversion price of $0.25. In connection with the Offering, each subscriber
received a warrant to purchase such number of shares of common of the Company
equal to one-half of the aggregate face amount of their Convertible Note divided
by the conversion price of the Convertible Note.
Viewpoint
Securities, LLC (“Viewpoint”) served as the placement agent in connection with
the Offering, as well as attorney-in-fact pursuant to the Escrow Agreement dated
March 31, 2010 by and between the Company, Viewpoint, and TD Bank,
N.A.
The
Company claims an exemption from the registration requirements of the Securities
Act of 1933, as amended, (the “Securities Act”) for the private placement of the
above-referenced Securities pursuant to Regulation D promulgated under the
Securities Act, as amended, and Section 4(2) thereunder. The Investors had
access to sufficient information regarding the Company so as to make an informed
investment decision. In addition, the Company had a reasonable basis to believe
that each purchaser had the requisite sophistication to make an investment in
the Company's Securities.
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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 Securities Purchase Agreement dated August 31, 2010.
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10.2
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Form
of 12% Convertible Note dated August 31, 2010
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10.3
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Form
of Warrant dated August 31, 2010
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10.4
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Form
of Escrow Agreement by and between the Company, Viewpoint, and TD Bank,
N.A. dated March 31, 2010
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10.5
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Joint
Venture Agreement by and between the Company and Aqua Verde, LLC dated
August 5,
2010
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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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STW
RESOURCES HOLDING CORP.
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Date:
September 15, 2010
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By:
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/s/
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Stanley
T. Weiner
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Stanley
T. Weiner
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Chief
Executive
Officer
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