Attached files
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 19, 2014
STW RESOURCES HOLDING CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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000-52654
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20-3678799
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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3434 South County Road 1192
Midland, Texas 79706
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79706
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (432) 686-7777
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(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 (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))
Section 1 – Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
Financing Arrangements
On August 18, 2014, STW Resources Holding Corp. (the “Company”), entered into a Securities Purchase Agreement with 39 accredited investors (the "Purchase Agreement") pursuant to which the Company received aggregate gross proceeds of $554,000 and closed the related private offering (the "Offering"), pursuant to which it sold an aggregate of 5,540,000 units; each Unit consists of (a) one share of common stock and (b) one, 2 year, common stock purchase warrant to purchase one share of common stock at an exercise price of $0.25 per share, subject to adjustment (the "Warrants," collectively with the shares of common stock, the "Units"). Each Unit had a purchase price of $0.10. The Warrants, if exercised, of which there can be no guarantee, will bring in gross proceeds of approximately $1,385,000.
The Company agreed to use the net proceeds from the Offering for the following purposes: technology, licensing, design, engineering and demo units for its subsidiary: STW Water Process & Technologies, LLC, as well as for general operating expenses.
Funds received were held in a non-interest bearing escrow account administered by the Seabolt Law Group, a firm owned by one of the Company's directors, who also serves as the Company's general counsel, with whom the Company maintained an Escrow Agreement.
The Purchase Agreement contains representations and warranties by the Company and the investors which are customary for transactions of this type such as, with respect to the Company: organization, good standing and qualification to do business; capitalization; subsidiaries, authorization and enforceability of the transaction and transaction documents; valid issuance of stock, consents being obtained or not required to consummate the transaction; litigation; compliance with securities laws; and no brokers used, and with respect to the investors: authorization, accredited investor status and investment intent.
The foregoing description of the terms of the Purchase Agreement and Warrant is qualified in its entirety by reference to the provisions of the forms of the Purchase Agreement and Warrant which are filed as Exhibits 10.2 and 4.1 to this Current Report, respectively, and are incorporated by reference herein.
Important Notice regarding the Transaction Documents
The Purchase Agreement, Warrant and Escrow Agreement (collectively, the "Transaction Documents") have been included as exhibits to this Current Report on Form 8-K to provide investors and security holders with information regarding their terms. They are not intended to provide any other financial information about the Company or its subsidiaries. The representations, warranties and covenants contained in the Transaction Documents were made only for purposes of those agreements and as of specific dates; were solely for the benefit of the parties to the Transaction Documents; may be subject to limitations agreed upon by the parties, including being qualified by disclosures made for the purposes of allocating contractual risk between the parties to the Transaction Documents instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Transaction Documents, which subsequent information may or may not be fully reflected in public disclosures by the Company.
Section 3 - Securities and Trading Markets
Item 3.02. Unregistered Sales of Equity Securities
To the extent required by Item 3.02 of Form 8-K, the information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
The shares of common stock, including the shares underlying the Warrants, issued in the Offering were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) and Regulation D (Rule 506(b)) under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. The investors are “accredited investors” as such term is defined in Regulation D promulgated under the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, 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 securities contain a legend stating the same; the information contained herein is merely included to disclose the terms of the transaction mentioned herein.
Section 7 – Regulation FD
Item 7.01. Regulation FD
The Company recently posted a presentation regarding its subsidiary STW Water Process & Technologies; the presentation is attached as Exhibit 99.1 to this Report.
Section 9 - Financial Statements and Exhibits
Item 9.01 Exhibits
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Exhibit No.
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Description
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10.1
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Form of Securities Purchase Agreement
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10.2
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Form of Escrow Agreement
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4.1
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Form of Warrant
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99.1
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Presentation
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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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Dated: August 19, 2014
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STW Resources Holding Corp.
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By:
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/s/ Stanley Weiner
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Stanley Weiner, CEO
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