Attached files
| file | filename |
|---|---|
| EX-4.1 - STW RESOURCES HOLDING CORP. | v205181_ex4-1.htm |
| EX-10.1 - STW RESOURCES HOLDING CORP. | v205181_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): December 8, 2010
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
Copies
to:
Marc J.
Ross, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Fl.
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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))
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ITEM 1.01
|
ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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ITEM 3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES
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On
December 8, 2010, STW Resources Holdings Corp. (the “Company”) entered into a
subscription agreement with accredited investors pursuant to which the Company
sold 1,300,000 units (each a “Unit” and collectively, the “Units”), each Unit
consisting of one share of our common stock, par value $0.001 per share (the
“Common Stock”) and a warrant to purchase one share of our Common Stock (each a
“Warrant” and collectively, the “Warrants”) for total aggregate consideration of
$325,000. The Warrants shall be exercisable for a period of two years
from the date of issuance at an initial exercise price of $0.25. A
FINRA registered broker-dealer was engaged as placement agent in connection with
the private placement. We paid the placement agent a cash fee in the
amount of $32,500.
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 investors 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.
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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 Number
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Description
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4.1
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Form
of Warrant
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10.1
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Form
of Subscription Agreement
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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 hereunto
duly authorized.
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STW
RESOURCES HOLDING CORP.
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|||
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Date:
December 10, 2010
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By:
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/s/
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Stanley
T. Weiner
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Stanley
T. Weiner
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Chief Executive
Officer
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