Attached files
| file | filename |
|---|---|
| EX-10.2 - FORM OF LOCK-UP AGREEMENT - SolarWindow Technologies, Inc. | nene_ex102.htm |
| EX-10.1 - FORM OF STOCK OPTION AGREEMENT - SolarWindow Technologies, Inc. | nene_ex101.htm |
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
January 9, 2014
Date of Report (Date of earliest event reported)
New Energy Technologies, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
333-127953
(Commission File Number)
59-3509694
(I.R.S. Employer Identification No.)
9192 Red Branch Rd.
Suite 110
Columbia, Maryland 20866
(Address of principal executive offices)
(800) 213-0689
(Registrant’s telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
The information set forth under Item 5.02 is hereby incorporated herein by reference.
SECTION 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 9, 2014, the Board of Directors (the “Board”) of New Energy Technologies, Inc. (the “Company”) granted to each of its Board members, John Conklin, Alastair Livesey and Joseph Sierchio, an option to purchase up to 30,000 shares of the Company’s common stock (the “Options”) and 10,000 restricted shares (the “Restricted Shares”) of the Company’s common stock pursuant to the Company’s 2006 Long-Term Incentive Plan. The Options vest in two equal installments, 15,000 immediately on the date of grant and 15,000 on December 31, 2014. The exercise price of the Options was set at $2.90, the closing price of the Company’s common stock as quoted on the OTC Market Group, Inc. QB tier on the date of grant.
The Options are further subject to the terms and conditions of a stock option agreement entered into between the Company and each of the members of the Board and the description of the Options set forth herein are qualified in their entirety by reference to the full text of the stock option agreement, a form of which is attached hereto as Exhibit 10.1.
As part of the grant of the Restricted Shares the Company and each of the Board members entered into a Lock-Up Agreement (the “Lock-Up Agreement”) pursuant to which the Board members agreed that for a period of one year from the date of entry they will not, without the express written consent of the Company, make, offer to make, agree to make, or suffer any Disposition, as defined in the Lock-Up Agreement, more than 25% of the Restricted Shares.
The description of the Lock-Up Agreement set forth herein is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a form of which is attached hereto as Exhibit 10.2.
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SECTION 9 Financial Statements and Exhibits
In reviewing the agreements included as exhibits to this Current Report on Form 8-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:
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should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
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have been expressly qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement and are not included in this Current Report on Form 8-K;
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may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
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were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
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Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about us may be found elsewhere in this Current Report on Form 8-K and our other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
| Number | Description | |
| 10.1 | Form of Stock Option Agreement | |
| 10.2 | Form of Lock-Up Agreement |
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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 on January 15, 2014.
| New Energy Technologies, Inc. | |||
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By:
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/s/ John Conklin | |
| John Conklin | |||
| President and Chief Executive Officer | |||
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