SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
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
This amendment on Form 8K is filed to amend and supercede the disclosure of
the financing completed by NanoPierce Technologies, Inc. filed with the
Securities and Exchange Commission on January 27, 2004.
(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 to a number of "accredited investors" (as defined
in the Securities Act of 1933, as amended (the"1933 Act")), in a private
placement transaction exempt from registration pursuant to Section 4(2) of the
1933 Act and Rule 506 of Regulation D promulgated thereunder (the
"Transaction"). On January 12, 2004, the Registrant, the Placement Agent and an
escrow agent entered into an escrow agreement (the "Escrow Agreement"). Forms of
the Placement Agent Agreement, the Escrow Agreement and the Securities Purchase
Agreement (defined below) are attached hereto as exhibits.
(b) On January 20, 2004 (the "Closing Date"), the Registrant sold to
purchasers ("Investors") a total of20,000,000 units at $0.10 per unit for an
aggregate of $2,000,000 (the "Gross Proceeds") in the Transaction, pursuant to a
Securities Purchase Agreement dated as of the Closing Date (the "Securities
Purchase Agreement"). For each unit purchased, the Investors received (i) one
share of the Registrant's common stock, par value $.0001 per share ("Common
Stock"), (ii) a warrant to purchase one share of Common Stock at an exercise
price of $0.10 per share ("the $0.10 warrants") and (iii) an additional warrant
to purchase two shares of Common Stock at an exercise price of $0.25 per share
(the"$0.25 warrants). The $0.10 warrants and the $0.25 warrants expire on
January 20, 2009 unless exercised earlier.
On the Closing Date, the Placement Agent received a fee consisting of a
cash payment equal to 3% of Gross Proceeds from the Transaction and warrants to
purchase 3% of the total number of shares of Common Stock issued to the
Investors on the Closing Date. The warrants have an exercise price of $0.10 per
share and expire on January 20, 2009 unless exercised earlier. The Placement
Agent is also entitled to receive an additional cash payment equal to 3% of the
gross proceeds, if any, received by the Registrant as a result of the exercise
of the $0.10 warrants and additional warrants to purchase 3% of the total number
of shares issued as a result of the exercise of the $0.10 warrants. The
additional warrants have an exercise price of $0.10 per share and expire on
January 20, 2009 unless exercised earlier.
An unrelated third party ("the Finder") received a fee for the introduction
of the Registrant 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 proceeds from the Transaction and warrants to
purchase 10% of the total number of shares of Common Stock issued to the
Investors on the Closing Date. The warrants have an exercise price of $0.10 per
share and expire on January 20, 2009 unless exercised earlier. The Finder is
also entitled to receive an additional cash payment of 10% of the gross
proceeds, if any, received by the Registrant as a result of the exercise of the
$0.10 warrants and additional warrants to purchase 10% of the total number of
shares, if any, issued as a result of the exercise of the $0.10 warrants. The
additional warrants have an exercise price of $0.10 per share and expire on
January 20, 2009 unless exercised earlier.
If all of the warrants from the Transaction issued to the Investors, the
Placement Agent and the Finder are exercised, the Registrant will be required to
issue an additional 85,200,000 shares of Common Stock, and the Registrant, on a
fully diluted basis, would have 167,605,744 shares of Common Stock 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 Securities Purchase Agreement between the Registrant and the Investors
4.02* Form of warrants issued to the Investors, 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 30, 2004 NANOPIERCE TECHNOLOGIES, INC.
/s/ Paul H. Metzinger
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Paul H. Metzinger, President &
Chief Executive Officer