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
January 20, 2004
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Date of Report (Date of earliest event reported)
NANOPIERCE TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in its charter)
Nevada 33-19598-D 84-0992908
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
370 17th Street, Suite 3640
Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
(303) 592-1010
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(Registrant's telephone number, including area code)
ITEM 5 OTHER EVENTS AND REGULATION FD DISCLOSURE
(a) On January 12, 2004 , NanoPierce Technologies, Inc. (the "Registrant")
and a placement agent (the "Placement Agent") entered into a placement agent
agreement (the "Placement Agent Agreement") in connection with a proposed sale
of the Registrant's securities pursuant to Rule 506 of Regulation D of the
Securities Act of 1933. On even date therewith, the Registrant, the Placement
Agent and an escrow agent entered into an escrow agreement (the "Escrow
Agreement"). The Placement Agent Agreement and the Escrow Agreement are
attached hereto as exhibits.
(b) On January 20, 2004 , the Registrant sold 20,000,000 shares at $0.10
per share for an aggregate of $2,000,000. For each share of Common stock
purchased, the purchasers received a warrant to purchase 1 share of Common Stock
at an exercise price of $0.10 per share ("the $0.10 warrants") and an additional
warrant to purchase 2 shares of Common Stock at an exercise price of $0.25 per
share were issued by the Registrant.
The Placement Agent received a fee consisting of a cash payment equal to 3%
of the gross amount of the placement on the closing date and 3% of the gross
amount payable to the Registrant by the purchasers if they exercise the $0.10
warrants. The Placement Agent also received upon the closing date a warrant to
purchase Common Stock at $0.10 per share equal to 3% of the number of shares of
Common Stock purchased on the closing date. The Placement Agent will also
receive subsequent to the closing date a warrant to purchase Common Stock at
$0.10 per share for that number of shares of common stock equal to 3% of the
number of shares of common stock purchased if the purchasers exercise the $0.10
warrants.
An unrelated third party, ("the Finder") received a fee for the
introduction to the Placement Agent and the purchasers and for various
consulting work done on behalf of the Registrant. The fee consisted of a cash
payment equal to 10% of the gross amount of the placement on the closing date.
The finder will also be paid 10% of the gross amount paid to the Registrant if
the purchasers exercise the $0.10 warrants. The Finder also received upon the
closing date a warrant to purchase Common Stock equal to 10% of the number of
shares of Common Stock purchased on the closing date. The Finder will also
receive, subsequent to the closing date, a warrant to purchase common stock of
the Registrant at $0.10 per share for that number of shares of Common Stock
equal to 10% of the number of shares of Common Stock purchased by the
purchasers, if they exercise the $0.10 warrants.
If all warrants are exercised the Registrant will be required to issue an
additional 65,200,000 shares of common stock. Following the placement, the
Registrant, on a fully diluted basis, would have 168,441,679 common shares
issued and outstanding.
ITEM 7 EXHIBITS AND FINANCIAL INFORMATION
(c) Exhibits: The following exhibits to the Registration
Statement are hereby filed as part of this report on Form 8-K.
Exhibit numbers correspond to the numbers in the exhibit table of
Item 601 of Regulation S-B.
EXHIBIT NO. DESCRIPTION
1.01* Form of Placement Agent Agreement between the Registrant and the Placement Agent
4.01* Form of the Securities Purchase Agreement between the Registrant and the Investors
4.02* Form of warrants issued to the Placement Agent and Finder
10.01* Escrow Agreement among the Registrant, the Investors and the Escrow Agent
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*Filed herewith.
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.
Date: January 22, 2004 NANOPIERCE TECHNOLOGIES, INC.
/s/ Paul H. Metzinger
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Paul H. Metzinger, President &
Chief Executive Officer