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): August 2, 2013
Commission File Number: 333-179321
EPSILON CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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46-0525801
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification Number)
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173 Keith St., Suite 300
Warrenton, VA 20186
(Address of principal executive offices)
Tel: 540-347-2212
Fax: 540-347-2291
(Registrant’s telephone number, including area code)
7950 NW 53rd St., Suite 337
Miami, FL 33166
(Former name or former address if changed since the 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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 August 2, 2013, Epsilon Corp., a Delaware corporation (the “Company”) consummated a private placement of an aggregate of 3,517 shares of its common stock, par value $0.001 per share (“Common Stock”), for gross proceeds of $200,000 at a per share price of $56 pursuant to a Subscription Agreement with an accredited investor.
On August 8, 2013, the Company consummated a private placement of an aggregate of 4,910 shares of Common Stock, for gross proceeds of $275,000 at a per share price of $56 pursuant to a Subscription Agreement with accredited investors.
The Subscription Agreement contains representations and warranties of the Company and the investors which are customary for transactions of this type. It also obligates the parties to the agreements to indemnify each other for any losses arising out of any breach of the agreement or failure by such party to perform with respect to the representations, warranties or covenants contained in the agreement.
The foregoing description of the Subscription Agreement is qualified in its entirety by the text of the agreement annexed hereto as Exhibit 10.1.
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES.
Reference is made to Item 1.01. The issuance of the Company’s securities described herein was effectuated pursuant to the exemption from the registration requirements of the 1933 Act provided by Section 4(2) of the Act and Regulation D promulgated thereunder.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) The following exhibits are filed with this report:
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Exhibit No.
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Description
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10.1
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Form of Subscription Agreement (1)
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(1)
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Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 31, 2013.
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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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Epsilon Corp.
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Dated: August 8, 2013
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By:
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/s/ Michael Doron
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Name: Michael Doron
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Title: Chief Executive Officer
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