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): December 30, 2013

 

PERNIX GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

333-92445

 

36-4025775

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer

Identification No.)

 

151 E. 22nd Street

Lombard, Il.

 

60148

(Address of Principal Executive Offices)

 

(Zip Code)

 

(630) 620-4787

(Registrant’s telephone number, including area code)

 

 

(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 (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 3.02 — Sale of Unregistered Equity Securities

 

As previously disclosed on Form 8-K filed with the Securities and Exchange Commission on December 23, 2013, Pernix Group, Inc. (the “Company”) entered into Preferred Stock Purchase Agreements (the “SPAs”) with each of Ernil Continental S.A., BVI and Halbarad Group, Ltd., BVI.  The Company received the $5,000,000 cash proceeds on December 30, 2013 and issued the stock certificates evidencing the newly purchased shares on December 31, 2013, pursuant to the terms as originally reported in the SPAs as filed in the previous Form 8-K on December 23, 2013.

 

2



 

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.

 

 

 

PERNIX GROUP, INC.

 

 

 

 

By:

/s/ Nidal Z. Zayed

 

 

Nidal Z. Zayed

 

 

President and Chief Executive Officer

 

 

 

 

By:

/s/ Gregg D. Pollack

 

 

Gregg D. Pollack

 

 

Vice President — Administration and Chief Financial Officer

 

 

 

 

By:

/s/ Carol J. Groeber

 

 

Carol J. Groeber

 

 

Corporate Controller and Principal Accounting Officer

 

Dated:  January 3, 2014

 

3