Attached files
| file | filename |
|---|---|
| EX-4.1 - Vu1 CORP | v210393_ex4-1.htm |
| EX-10.1 - Vu1 CORP | v210393_ex10-1.htm |
| EX-10.2 - Vu1 CORP | v210393_ex10-2.htm |
| EX-99.1 - Vu1 CORP | v210393_ex99-1.htm |
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): February 9, 2011
Vu1
CORPORATION
(Exact
Name of Registrant as specified in its charter)
California
(State
or other jurisdiction of incorporation)
|
000-21864
|
84-0672714
|
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
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469 Seventh Avenue, Suite 356 New York,
NY
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10018
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(888)
985-8881
(Registrant’s
telephone number, including area code)
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:
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act of (17 CFR
240.14d-2(b))
|
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act of (17 CFR
240.13e-4(c))
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Item
3.02.
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Unregistered
Sales of Equity Securities.
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On
February 8, 2011, we completed a private placement to eight institutional
accredited investors of 4,911,112 shares of our common stock, at a purchase
price of $0.45 per share, for gross proceeds of $2,210,000. As part
of the private placement, the investors were issued five-year warrants to
purchase 4,911,112 shares of our common stock, at an initial exercise price of
$0.60 per share.
For each
of the warrants, the holder will be able to exercise the warrant on a so-called
cashless basis at any time following the one-year anniversary of the closing of
the private placement that a registration statement covering the shares of our
common stock underlying such warrants is not effective.
The net
proceeds from the private placement, following the payment of offering-related
expenses, will be used by us for our capital expenditure requirements and for
working capital and other general corporate purposes. At the closing
of the private placement, we paid Rodman & Renshaw LLC, the placement agent
for the private placement, cash compensation of 7% of the gross proceeds of the
private placement and a five-year warrant to purchase up to 343,778 shares of
our common stock, at an initial exercise price of $0.60 per share.
We have
agreed, pursuant to the terms of a registration rights agreement with the
investors, to (i) file a shelf registration statement with respect to the
resale of the shares of our common stock sold to the investors and shares of our
common stock issuable upon exercise of the warrants with the SEC on or before
April 10, 2011; (ii) use our best efforts to have the shelf registration
statement declared effective by the SEC as soon as possible after the initial
filing, and in any event no later than 90 days after the closing date (or 150
days in the event of a review of the shelf registration statement by the SEC),
and (iii) keep the shelf registration statement effective until all registrable
securities may be sold under Rule 144 under the Securities Act of
1933. If we are unable to comply with any of the above covenants, we
will be required to pay liquidated damages to the investors in the amount of
1.5% of the investors’ purchase price per month during such non-compliance
(capped at a maximum of 10% of the purchase price), with such liquidated damages
payable in cash.
The
investors agreed, pursuant to the securities purchase agreement, not to engage
in any short sales (as defined in the agreement) until the earlier of the
effective date of the shelf registration statement referred to above or the date
when the shares of our common stock sold to the investors and shares of our
common stock issuable upon exercise of the warrants are eligible for sale under
Rule 144 under the Securities Act of 1933. We also granted the
investors the right to participate in future equity financing transactions
within the 12 months following the closing of the private placement and agreed
to certain restrictions on our ability to sell our equity securities until 60
days after the effective date of the shelf registration statement.
Copies of
the definitive agreements relating to the issuance and sale of the common stock
and warrants are filed herewith as Exhibits 4.1, 10.1 and 10.2, and are
incorporated herein by reference. The foregoing summary descriptions
of the definitive agreements are qualified in their entirety by reference to the
full texts of each of such exhibits.
On
February 4, 2011, we issued a press release announcing the private
placement. A copy of the press release is attached hereto as Exhibit
99.1.
In
addition, between December 31, 2010 and February 4, 2011 we privately sold a
total of 1,103,000 shares of our common stock at $0.50 per share and two-year
warrants to purchase up to 551,500 shares of our common stock with an exercise
price of $1.00 per share to a small group of accredited
investors. Included
in these amounts are 133,000 shares of our common stock and 66,500 warrants
issued upon the conversion of accounts payable. No commissions were
paid on these sales.
The above
described common stock, warrants and common stock issuable upon exercise of the
warrants have not been registered under the Securities Act of 1933, and were
issued and sold in reliance upon the exemption from registration contained in
Section 4(2) of the Securities Act and Regulation D promulgated
thereunder. These securities may not be offered or sold in the United
States in the absence of an effective registration statement or exemption from
the registration requirements under the Securities Act.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
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4.1
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Form
of Common Stock Purchase Warrant of Vu1 Corporation, dated February 3,
2011, for each investor.
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10.1
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Securities
Purchase Agreement, dated as of February 3, 2011, between Vu1 Corporation
and each purchaser identified on the signature pages
thereto.
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10.2
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Registration
Rights Agreement, dated as of February 3, 2011, between Vu1 Corporation
and each of the several purchasers signatory thereto.
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99.1
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Press
Release issued by Vu1 Corporation on February 4,
2011.
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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 thereunto
duly authorized.
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VU1
CORPORATION
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||
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Date: February
11, 2011
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By:
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/s/ Matthew J. DeVries
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Matthew
J. DeVries
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Chief
Financial Officer
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