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EUSP > SEC Filings for EUSP > Form 8-K on 22-Apr-2014All Recent SEC Filings

Show all filings for EUROSITE POWER INC.

Form 8-K for EUROSITE POWER INC.


22-Apr-2014

Unregistered Sale of Equity Securities, Financial Statements and Exhibits


ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On April 15, 2014 Eurosite Power Inc, or the Company, entered into a subscription agreement with a European investor (the "Investor") for the sale of a $300,000, 4% Senior Convertible Note Due 2018. The Note will mature on May 15, 2018 and will accrue interest at the rate of 4% per annum payable on a semi-annual basis. At the holder's option, the Note may be converted into shares of the Company's common stock at a conversion price of $0.60 per share, subject to adjustment in certain circumstances. The proceeds of the Note will be used in connection with the development and installation of current and new energy systems, business development and for general corporate purposes.

The securities were offered and sold to the Investor in a private placement transaction made in reliance upon exemptions from registration pursuant to
Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated thereunder. The Investor is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

The summary of the transaction set forth above does not purport to be complete. This summary is qualified in its entirety by reference to the full text of attached Exhibits 4.1, 10.1, and 10.2.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Exhibit Description
4.1 Registration Rights Agreement between the Company and the Noteholder, dated April 15, 2014.
10.1 4% Senior Convertible Note Due 2018, dated April 15, 2015, entered into between the Company and the Investor.
10.2 Form of Subscription Agreement, dated April 15, 2014.

FORWARD-LOOKING STATEMENTS

This current report contains forward-looking statements that involve a number of risks and uncertainties. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. For example, we are using forward-looking statements when we discuss the use of net proceeds of the private placement. Important factors could cause actual results to differ materially from those indicated by such forward-looking statements, including as disclosed in the Company's SEC filings. The statements in this current report are made as of the date of this report. The Company does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.


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