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EX-99.1 - EXHIBIT 99.1 - XZERES Corp.ex99_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): February 24, 2012

XZERES 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, 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 3 – SECURITIES AND TRADING MARKETS

 

Item 3.02 Unregistered Sales of Equity Securities

 

On February 24, 2012, we closed on a round of our ongoing private placement of common stock and warrants by consummating the sale of 3,517,500 shares of common stock and warrants to purchase additional shares in an amount equal to 50% of the number of shares purchased, exercisable at $0.80 per share at any time for a period of three years from the issue date. Each share and one-half warrant sold for $0.40, for total gross proceeds in this closing of $1,407,000.

 

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.

 

SECTION 7 – REGULATION FD

 

Item 7.01 Regulation FD Disclosure

 

On February 27, 2012, XZERES Corp. made available to interested parties the attached press release.

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

Exhibit No. Description
99.1 Press Release dated February 27, 2012

 

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.

 

Xzeres Wind Corp.

 

 

/s/ Frank Greco

Frank Greco
Chief Executive Officer

 

Date: February 27, 2012

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