UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
|
Date of Report: September 18, 2015 (Date of earliest event reported) | ||
|
Banyan Rail Services Inc. |
|
Delaware of incorporation) |
1-9043 File Number) |
36-3361229 Identification No.) |
|
2255 Glades Road, Suite 324-A, Boca Raton,
Florida |
33431 |
|
(561) 997-7775 (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:
| ¨ | 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. |
The disclosures set forth under Item 3.02 of this Current Report on Form 8-K are incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
On September 18, 2015, pursuant to subscription agreements, Banyan Rail Services Inc. (the “Company”), issued an aggregate of 441,667 shares of Common Stock (“Shares”) for $0.18 a share, or $79,500 total, to six accredited investors in a private placement (“Private Placement”). The Company intends to use the proceeds from the Private Placement for general working capital purposes.
Also on September 18, 2015, the Company issued 47,959 Shares to nine holders of Series A Preferred Stock (the “Preferred Shares”) for $0.61 a share. The Shares were issued in lieu of $29,250 in cash dividends accrued on the Preferred Shares for the June 30, 2015 dividend date (the “Dividend Date”). The per Share price is valued at the average closing price of the Company’s stock for the ten trading days prior to the Dividend Date.
The issuance of the Shares was made in reliance on Section 4(2) of the Securities Act of 1933 for the offer and sale of securities not involving a public offering and Rule 506 of Regulation D of the Securities Act.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Banyan Rail Services Inc. | |||
| By: | /s/ Christopher J. Hubbert | ||
| Name: | Christopher J. Hubbert | ||
| Title: | Secretary | ||
Dated September 18, 2015