Attached files
| file | filename |
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| EX-10.2 - EXHIBIT 10.2 - root9B Holdings, Inc. | warrant.htm |
| EX-4.1 - EXHIBIT 4.1 - root9B Holdings, Inc. | certdes.htm |
| EX-10.1 - EXHIBIT 10.1 - root9B Holdings, Inc. | subscription_agmt.htm |
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, DC 20549
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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 26, 2012
Commission File Number: 000-50502
PREMIER ALLIANCE GROUP, INC
(Exact Name of registrant as Specified in Its Charter)
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Delaware
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20-0443575
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(State of other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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4521 Sharon Road
Suite 300
Charlotte, North Carolina 28211
(Address of principal executive offices)
(704) 521-8077
(Registrant’s telephone number)
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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Item 1.01
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Entry into a Material Definitive Agreement.
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On December 26, 2012, Premier Alliance Group, Inc. (the “Registrant”) entered into Subscription Agreements to issue and sell to accredited investors an aggregate of 7,046 shares of the Registrant’s newly designated 8% Series D Convertible Preferred Stock (the “Preferred Stock”) and warrants to purchase 2,348,685 shares of the Registrant’s common stock (the “Common Stock”) exercisable during the five-year period commencing on the date of issuance at $1.125 per share (the “Warrants”).
The offering resulted in net proceeds to us of approximately $6,234,900 after deducting fees and expenses totaling $811,100. The placement agent, a FINRA registered broker-dealer, in connection with the financing received a cash fee totaling $704,600 and will receive warrants to purchase up to 939,467 shares of common stock at an exercise price of $1.125 per share as compensation. The Preferred Stock and the Warrants were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
The Preferred Stock. Each holder of Preferred Stock has the rights, preferences and privileges set forth in the Certificate of Designations authorized by the Registrant's board of directors and filed with the Secretary of State of the State of Delaware on December 21, 2012. The Preferred Stock has a par value of $0.001 per share and the board authorized up to 15,000 shares. The Preferred Stock (a) ranks senior to the Registrant’s outstanding Common Stock and is on a parity with the Company’s outstanding 7% Series B Convertible Preferred Stock and the Company’s outstanding 7% $2.10 Series C Preferred Stock; (b) is convertible into shares of the Common Stock at an initial conversion price of $0.75 per shares of Common Stock, subject to certain adjustments, (c) pays 8% interest per annum, payable annually in cash or shares of Common Stock, at the Company’s option, (d) provides the holder with veto power over certain corporate activities, including the designation of any senior securities, any liquidation of corporate assets, a change in control of the Company, the payment of dividends, or a change in the nature of the Company’s business, and (e) is redeemable, at the election of the Registrant, in the event the volume weighted average price of the Common Stock based on the closing price on the exchange in which the same is traded, shall exceed $2.50 for any 30 consecutive trading days (which $2.50 shall be adjusted for Common Stock dividends and Common Stock splits.
The Warrants. On December 26, 2012, pursuant to the Subscription Agreements, the Registrant issued Warrants to purchase up to an aggregate of 2,348,685 shares of Common Stock. The Warrants are exercisable during the five-year period beginning December 26, 2012 at an exercise price of $1.125 per share. Additionally, the Registrant issued the placement agent a warrant to purchase 939,467 shares of common stock at an exercise price of $1.125 per share as compensation
The description of the private placement described in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the form of Subscription Agreement, the form of Warrant and the Certificate of Designation filed as Exhibits 4.1, Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, respectively (collectively, the “Transaction Documents”), all of which are incorporated herein by reference. The forms of the Transaction Documents have been included to provide investors and security holders with information regarding their terms. They are not intended to provide any other factual information about the Company. The Transaction Documents contain certain representations, warranties and indemnifications resulting from any breach of such representations or warranties. Investors and security holders should not rely on the representations and warranties as characterizations of the actual state of facts because they were made only as of the respective dates of the Transaction Documents. In addition, information concerning the subject matter of the representations and warranties may change after the respective dates of the Transaction Documents, and such subsequent information may not be fully reflected in the Company’s public disclosures.
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Item 3.02
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Unregistered Sales of Equity Securities.
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The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02. The investors in that financing met the accredited investor definition of Rule 501 of the Securities Act of 1933, as amended (the “Securities Act”). The offer and sale of the Preferred Stock and Warrants in the offering were made in reliance on the exemption from registration afforded under Section 4(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act. The Offering was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the investor in connection with the offering. This current report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.
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Item 9.01
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Financial Statements and Exhibits
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(c) Exhibits.
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Exhibit
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Description
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| 4.1 | Certificate of Designation | |
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10.1
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Form of Subscription Agreement
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10.2
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Form of Warrant
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SIGNATURE
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, thereunto duly authorized.
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PREMIER ALLIANCE GROUP, INC.
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/s/ Mark S. Elliott
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Dated: January 02, 2013
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By:
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Mark S. Elliott
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Chief Executive Officer
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