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 18, 2013
Xzeres Corp
(Exact name of registrant as specified in its charter)
| Nevada | 333-91191 | 74-2329327 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 9025 SW Hillman Suite 3126, Wilsonville, OR | 97070 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 503-388-7350
___________________________________________________ (Former name or former address, if changed since last report)
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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 (17CFR 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 3.02 Unregistered Sales of Equity Securities
On December 18, 2013 we closed on a private placement of common stock and warrants by consummating the sale of 4,444,444 shares of common stock and warrants to purchase an additional 2,222,222 shares, exercisable at $0.385 per share at any time for a period of three years from the issue date to Paul DeBruce. Each share and one-half warrant sold for $0.45, for total gross proceeds in this closing of $2,000,000.
The shares of common stock were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended and Rule 506 of Regulation D. The shares and warrants were sold to accredited investors as defined in Regulation D under the Securities Act. No general solicitation or advertising was used in connection with the offering. All securities sold are “restricted securities” within the meaning of Regulation D.
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.
Xzeres Corp.
/s/ Steve Shum
Steve Shum, CFO
Date: December 26, 2013
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