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): June 24, 2016 (June 23, 2016)
Tempus Applied Solutions Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 333-201424 | 47-2599251 | ||
(State
or other jurisdiction of incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
133
Waller Mill Road Williamsburg, Virginia |
23185 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (757) 875-7779
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 3.02 | Unregistered Sales of Equity Securities. |
As previously reported by Tempus Applied Solutions Holdings, Inc. (the “Company”) in its Current Reports on Form 8-K filed August 6, 2015 and August 17, 2015, the Company consummated a business combination on July 31, 2015, and immediately prior to and in connection therewith, through its subsidiaries, completed a private placement of securities (the “Initial Financing”). The Company also completed a follow-on private placement of securities on August 14, 2015 (the “Post-Closing Financing”). Certain investors in the Initial Financing received shares of the Company’s common stock and shares of its Series B-2 Warrants. Certain investors in the Post-Closing Financing received shares of the Company’s common stock and shares of its Series B-3 Warrants (collectively with the Series B-2 Warrants, the “Series B Warrants”).
The Series B Warrants contained an alternative cashless exercise feature, pursuant to which, from December 31, 2015 until the expiration of such Series B Warrants, if the volume-weighted average trading price of the Company’s common stock failed to be greater than $4.00, the holder of a Series B Warrant could exercise such Series B Warrant to acquire, on a cashless basis, additional Company shares, either common stock or Preferred Stock, pursuant to a formula set forth in the Series B Warrants that provided for the acquisition of, depending on the recent trading price of the Company’s common stock, up to 488.9% of the number of shares that could otherwise be purchased under such Series B Warrant pursuant to a cash exercise of such Series B Warrant.
On June 23, 2016, the Company issued 1,344,446 shares of common stock to certain holders of Series B Warrants who exercised their Series B Warrants using the alternative cashless exercise feature. These shares were issued pursuant to exemptions from the registration requirements of the Securities Act of 1933 (the “Securities Act”) under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.
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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.
TEMPUS APPLIED SOLUTIONS HOLDINGS, INC. | ||
Date: June 24, 2016 | By: | /s/ R. Lee Priest, Jr. |
Name: | R. Lee Priest, Jr. | |
Title: | Chief Financial Officer |
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