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| PSTI > SEC Filings for PSTI > Form 8-K on 6-May-2009 | All Recent SEC Filings |
6-May-2009
Entry into a Material Definitive Agreement, Financial Statements and E
On May 5, 2009, we entered into securities purchase agreements with two investors pursuant to which the investors agreed to purchase 888,406 shares of our common stock ("Common Stock") and warrants ("Warrants") to purchase 488,623 shares of Common Stock (the Warrants together with the Common Stock, the "Units"). The price per Unit is $1.50, and the exercise price of the Warrants is $1.96. The Warrants will be exercisable for a period of five years commencing six months following the issuance thereof. The closing is scheduled to take place no later than May 8, 2008.
A copy of the form of Warrant is attached as Exhibit 4.1 to this report and is incorporated herein by reference. The description of the Warrants is a summary only and is qualified in its entirety by reference to Exhibit 4.1. A copy of the form of securities purchase agreement is attached as Exhibit 10.1 to this report and is incorporated herein by reference.
Rodman & Renshaw, LLC acted as placement agent, on a best efforts basis, for the offering and will receive a placement fee equal to 6% of the gross purchase price of the Units (excluding any consideration that may be paid in the future upon exercise of the Warrants) as well as warrants to purchase 53,304 shares of Common Stock at an exercise price of $1.875 per share. Subject to FINRA Rule 2710, the placement agent warrants may be exercised after six months through and including May 5, 2014. A copy of the Placement Agency Agreement is attached as Exhibit 1.1 to this report and is incorporated herein by reference.
The offering was made pursuant to our shelf registration statement on Form S-3 (File No. 333-151761). We are filing with the SEC, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, a prospectus supplement and base prospectus related to the offering.
(d) Exhibits:
1.1 Placement Agency Agreement, dated March 2, 2009, by and between the
registrant and Rodman & Renshaw, LLC.
4.1 Form of Common Stock Purchase Warrant dated May 5, 2009
5.1 Opinion of Zysman, Aharoni, Gayer & Co./ Sullivan & Worcester LLP
10.1 Form of Securities Purchase Agreement dated May 5, 2009
23.1 Consent of Zysman, Aharoni, Gayer & Co./ Sullivan & Worcester LLP (included in Exhibit 5.1).
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