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EX-10 - SHARE EXCHANGE AGREEMENT - Oakridge Global Energy Solutions, Inc. | shareexchangeagreementlwb110.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
November 8, 2011
Date of Report
OAK RIDGE MICRO-ENERGY, INC.
(Exact name of Registrant as specified in its Charter)
Colorado | 000-50032 | 94-3431032 |
(State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) |
Incorporation) |
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3046 E. Brighton Place
Salt Lake City, Utah 84121
(Address of Principal Executive Offices)
(801) 201-7635
(Registrants Telephone Number, including area code)
N/A
(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14-a-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.
On November 8, 2011, the Company and John B. Bates, Ph.D, a former director and the former Chief Technical Officer of the Company executed a Share Exchange Agreement by which Dr. Bates exchanged 810,898 shares of the Companys common stock owned by him that amounted to approximately 24% of the 3,368,450 outstanding shares of the Company prior to the completion of the share exchange in consideration of 10% of the outstanding securities of Oak Ridge Micro-Energy, Inc., a Nevada corporation that was a wholly-owned subsidiary of the Company prior to the share exchange (Oak Ridge Nevada). As a condition of the share exchange, the Company assigned all of its thin film battery technology to Oak Ridge Nevada, which held its initial ORNL License Agreement to such technology, and agreed not to dilute the ownership of Dr. Bates in Oak Ridge Nevada to below 10%. The 810,898 shares will be cancelled and returned to the Companys authorized shares.
Item 9.01 Financial Statements and Exhibit
(d)
Exhibit No.
Exhibit Description
10.1
Share Exchange Agreement
Exhibit A 1 Assignment of General Rights
Exhibit A 2 Assignment of Patent Application No. 63877
Exhibit A 3 Assignment of U.S. Patent No. 6,818,356
Exhibit A 4 Assignment of U.S. Patent No. 6,994,933 B1
Exhibit A 5 Assignment of U.S. Patent No. 7,410,730 B2
Exhibit A 6 Assignment of U.S. Patent No. 7,524,577 B2
Exhibit A 7 Assignment of U.S. Patent No. 7,553,582 B2
Exhibit B Accredited (Sophisticated) Investor Questionnaire of Bates
Exhibit C Accredited (Sophisticated) Investor Questionnaire of Oak
Ridge.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
OAK RIDGE MICRO-ENERGY, INC.
Date: | November 9, 2011 |
| By: | /s/ Mark Meriwether |
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| Mark Meriwether |
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| President, Secretary and Director |
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