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EX-4.1 - COMMON STOCK PURCHASE WARRANT - STW RESOURCES HOLDING CORP.ex4-1.htm
EX-10.1 - SHARE PURCHASE AGREEMENT - STW RESOURCES HOLDING CORP.ex10-1.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): November 21, 2011

STW RESOURCES HOLDING CORP.
(Exact name of registrant as specified in its charter)
 
  Nevada
 
  000-51430
 
  20-3678799
(State or other jurisdiction of incorporation)
 
  (Commission File Number)
 
  (IRS Employer Identification No.)
 
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

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))

 


 

 

ITEM 1.01
   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 3.02
   UNREGISTERED SALES OF EQUITY SECURITIES
 
On November 21, 2011, STW Resources Holdings Corp. (the “Company”) entered into subscription agreements with six accredited investors pursuant to which the Company sold 5,666,668 shares of our common stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase an aggregate of 5,666,668 shares of our Common Stock (each a “Warrant” and collectively, the “Warrants”) for total aggregate consideration of $170,000.  The Warrants shall be exercisable until November 15, 2013 at an initial exercise price of $0.20.

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 and Section 4(2) thereunder. The Investor 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.

The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K.  Readers should review those agreements for a complete understanding of the terms and conditions associated with this financing transaction.

ITEM 9.01
   FINANCIAL STATEMENTS AND EXHIBITS
 

(d)  
Exhibits.
 
Exhibit Number
 
Description
     
4.1
 
Form of Warrant
10.1
 
Form of Subscription Agreement
 
 

 
 
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.
 
     
 
STW RESOURCES HOLDING CORP.
     
Date: November 23, 2011
By:  
/s/  Stanley T. Weiner
 
Stanley T. Weiner
 
Chief Executive Officer