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
November 19, 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)
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))
This amendment on Form 8K is filed to amend and supersede the disclosure of the
Warrant Exercise Price Reduction by NanoPierce Technologies, Inc. filed with the
Securities and Exchange Commission on November 19, 2004.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
Warrant Exercise Price Reduction
In January 2004, NanoPierce Technologies, Inc. (the "Registrant") sold
20,000,000 units to a limited number of accredited investors in a private
placement transaction exempt from registration under Section 4(2) of the
Securities Act of 1933 and Regulation D promulgated thereunder. Each unit
consists of, among other things, a warrant to purchase two shares of our common
stock at an exercise price of $0.25 per share (the "$0.25 Warrants"). The $0.25
Warrants will expire on January 20, 2009, unless exercised earlier.
On November 16, 2004, the Registrant re-issued $0.25 Warrants exercisable for
39,500,000 shares of registered common stock with a reduced exercise price. The
Registrant reduced the exercise price of these $0.25 Warrants from $0.25 per
share to $0.15 per share. No other terms of the $0.25 Warrants were modified or
changed as a result of the reduction in the exercise price.
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: December 1, 2004 NANOPIERCE TECHNOLOGIES, INC.
/s/ Paul H. Metzinger
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Paul H. Metzinger, President &
Chief Executive Officer