Attached files
file | filename |
---|---|
EX-5 - OPINION OF GODFREY & KAHN, S.C. - EnSync, Inc. | v176566_ex5.htm |
EX-4 - FORM OF WARRANT - EnSync, Inc. | v176566_ex4.htm |
EX-10.2 - PLACEMENT AGENT AGREEMENT - EnSync, Inc. | v176566_ex10-2.htm |
EX-10.1 - SECURITIES PURCHASE AGREEMENT - EnSync, Inc. | v176566_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): March 8,
2010
ZBB
Energy Corporation
(Exact
name of registrant as specified in charter)
Wisconsin
|
001-33540
|
39-1987014
|
||
(State
or other jurisdiction
of
incorporation)
|
(Commission
file
number)
|
(IRS
Employer
Identification
Number)
|
N93 W14475 Whittaker Way, Menomonee Falls,
Wisconsin
|
53051
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (262)
253-9800
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 (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.
|
Under the
Purchase Agreement, the units will be sold at a closing expected to occur on
March 9, 2010, for gross proceeds of $1,795,000. Net proceeds after
placement agent fees were $1,669,350.
Each
Warrant will entitle the holder to purchase shares of common stock for an
exercise price per share equal to $1.04, which was the closing price of the
Company’s shares of common stock on the NYSE Amex on March 5,
2010. The Warrants are exercisable at any time and from time to time
on or after 181 days from their original date of issuance and through
and including the fifth anniversary of the initial exercise
date.
A copy of
the Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated
herein by reference. A copy of the form of Warrant is attached hereto
as Exhibit 4 and is incorporated herein by reference.
In
connection with the Offering, on March 1, 2010, the Company entered into a
Placement Agent Agreement (the “Placement Agent Agreement”) with Sutter
Securities Incorporated (the “Placement Agent”), pursuant to which the Placement
Agent agreed to act as the Company’s placement agent for the
Offering.
The
Placement Agent did not purchase or sell any units, nor is it required to
arrange the purchase or sale of any minimum number or dollar amount of
units. The Placement Agent agreed to use its reasonable best efforts
to arrange for the sale of all of the units being offered in the
Offering. The Placement Agent will be paid a cash fee equal to seven
percent of the aggregate gross proceeds from the Offering, plus reimbursement of
certain expenses up to a maximum of $15,000. A copy of the Placement
Agent Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by
reference.
The
shares of common stock and Warrants in the Offering are being offered by the
Company pursuant to an effective shelf registration statement on Form S-3, which
was declared effective on May 13, 2009 (File No. 333-156941) (the “Registration
Statement”).
The
foregoing summaries of the Offering, the securities to be issued in connection
therewith, the Purchase Agreement and the Warrants do not purport to be complete
and are qualified in their entirety by reference to the definitive transaction
documents, copies of which are attached as exhibits to this Current Report on
Form 8-K.
2
Item
|
8.01. Other
Events.
|
In
addition to the Purchase Agreement, the Placement Agent Agreement and the
Warrant, Exhibits 5 and 23 are filed herewith in connection with the
Registration Statement and are incorporated herein by reference.
Item
|
9.01.
Financial
Statements and
Exhibits.
|
Exhibits
The
exhibits required to be filed as a part of this Current Report on Form 8-K are
listed in the Exhibit Index attached hereto and incorporated herein by
reference.
3
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.
ZBB
Energy Corporation
|
||||
Dated:
March 9, 2010
|
By:
|
|
/s/
Eric C. Apfelbach
|
|
Name: Eric C. Apfelbach | ||||
Title: President and CEO |
EXHIBIT
INDEX
Exhibit No.
|
Exhibit Description
|
|
4
|
Form
of Warrant.
|
|
5 | Opinion of Godfrey & Kahn, S.C. | |
10.1
|
Securities
Purchase Agreement, dated March 8, 2010, by and between ZBB Energy
Corporation and the purchasers signatory thereto.
|
|
10.2
|
Placement
Agent Agreement, dated March 1, 2010, by and between ZBB Energy
Corporation and Sutter Securities Incorporated.
|
|
23 | Consent of Godfrey & Kahn, S.C. (included as part of Exhibit 5). |