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| PSTI > SEC Filings for PSTI > Form 8-K on 6-Oct-2009 | All Recent SEC Filings |
6-Oct-2009
Entry into a Material Definitive Agreement, Financial Statements and E
On October 6, 2009, we entered into securities purchase agreements with certain institutional investors pursuant to which the investors agreed to purchase 2,702,822 shares of our common stock ("Common Stock") and warrants ("Warrants") to purchase 1,081,129 shares of Common Stock. The price per share of Common Stock is $1.12, and the exercise price of the warrants is $1.60. 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 October 12, 2009 and is subject to customary closing conditions.
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.
Roth Capital Partners, LLC acted as placement agent, on a reasonable efforts basis, for the offering and will receive a placement fee equal to 7% of the gross proceeds of the offering (excluding any consideration that may be paid in the future upon exercise of the Warrants). 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 October 6, 2009, by and between the
registrant and Roth Capital Partners, LLC.
4.1 Form of Common Stock Purchase Warrant dated October [__], 2009
5.1 Opinion of Zysman, Aharoni, Gayer & Co./ Sullivan & Worcester LLP
10.1 Form of Securities Purchase Agreement dated October 6, 2009
23.1 Consent of Zysman, Aharoni, Gayer & Co./ Sullivan & Worcester LLP (included in Exhibit 5.1).
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