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EX-10 - EXHIBIT 10.2 - ECOTALITY, INC.ecty20130612_8kex10-2.htm
EX-99 - EXHIBIT 99.1 - ECOTALITY, INC.ecty20130612_8kex99-1.htm
EX-10 - EXHIBIT 10.1 - ECOTALITY, INC.ecty20130612_8kex10-1.htm
EX-10 - EXHIBIT 10.3 - ECOTALITY, INC.ecty20130612_8kex10-3.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):  June 12, 2013

 

ECOTALITY, INC.

(Exact name of Registrant as specified in its charter)

 

Nevada

000-50983

68-0515422

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

One Montgomery Street, Suite 2525

 

San Francisco, CA

94104

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (415) 992-3000

 

(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:

 

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

 

On June 12, 2013, Ecotality, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement with the investors listed therein (collectively, the “Investors”) pursuant to which the Investors agreed to purchase a total of 5,123,423 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a purchase price per share of $1.60, for an aggregate purchase price of $8,197,477. Additionally, the Company has granted certain participation rights to the Investors such that, for the next year, the Investors may participate in an aggregate amount of up to 40% of certain equity issuances by the Company. The parties expect the closing to occur within three business days following the signing of the Securities Purchase Agreement.

 

Pursuant to the Securities Purchase Agreement, each Investor will also receive a five-year warrant (the “Warrant”) to purchase a number of shares of Common Stock equal to 50% of total number of shares of Common Stock purchased by such Investor at the closing. The Warrant will be exercisable for five years following the six month anniversary date of issuance. The exercise price of the Warrant will be $2.04. The Company may not effect any exercise of the Warrant in an amount that would result in an Investor or its affiliates beneficially owning more than 4.9% of the outstanding Common Stock upon such an exercise.

 

At the closing of the transactions contemplated by the Securities Purchase Agreement, the Company and the Investors intend to enter into a Registration Rights Agreement pursuant to which the Company will agree to file a registration statement providing for the resale of the securities purchased by the Investors under the Securities Purchase Agreement. The registration statement must be filed no later than 30 days after the closing date under the Securities Purchase Agreement. The registration statement must be declared effective by the Securities and Exchange Commission no later than 90 days after the closing date (or, in the event of a “full review” by the SEC, no later than 120 days after the closing date). The Company will be required to pay liquidated damages to the Investors as set forth in the Registration Rights Agreement if it fails to meet these deadlines.

 

The descriptions of the terms and conditions of the Securities Purchase Agreement, Warrant and Registration Rights Agreement are qualified in their entirety by the full text of such documents, each of which is attached hereto as an Exhibit.

 

The securities offered and described above have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The issuance of the securities in the transaction described above will be effected without registration under the Securities Act in reliance on Section 4(2) thereof or Rule 506 of Regulation D thereunder based on the status of the Investors as accredited investors as defined under the Securities Act, and such transaction will be effected without using any form of general advertising or general solicitation as such terms are used in Regulation D.

 

Item 3.02     Unregistered Sales of Equity Securities

 

The disclosure in Item 1.01 is incorporated herein by reference.

 

Item 9.01     Financial Statements and Exhibits

 

Exhibit

Number

 

Name and/or Identification of Exhibit

10.1

 

Form of Securities Purchase Agreement

10.2

 

Form of Warrant

10.3

 

Form of Registration Rights Agreement

99.1

 

Press Release

 

 
 

 

 

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.

 

ECOTALITY, INC.

(Registrant)

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ H. Ravi Brar

 

President and CEO

 

June 13, 2013

H. Ravi Brar

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Susie Herrmann

 

Chief Financial Officer

 

June 13, 2013

Susie Herrmann

 

 

 

 

 

 
 

 

 

EXHIBIT INDEX

 

Exhibit

Number

 

Name and/or Identification of Exhibit

10.1

 

Form of Securities Purchase Agreement

10.2

 

Form of Warrant

10.3

 

Form of Registration Rights Agreement

99.1

 

Press Release