UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of March 2011
Commission File Number: 000-24027
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NXT Energy Solutions Inc. (Translation of registrant's name into English) |
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1400, 505-3rd Street S.W. Calgary, Alberta T2P 3E6 Canada |
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes _____ No X
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes _____ No X
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _____ No X
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
The Issuer is filing material documents not previously filed.
Exhibit List:
99.1 Material Change Report dated February 16th, 2011
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, thereunto duly authorized.
Date: March 4th, 2011
NXT Energy Solutions Inc.
By: /s/ Ken Rogers
Name: Ken Rogers
Title: Vice-President Finance and Chief Financial Officer
MATERIAL CHANGE REPORT
Item 1
Name and Address of Company
NXT Energy Solutions Inc. ("NXT" or the "Company")
Suite 1400, 505 3rd Street, S.W.,
Calgary, Alberta, Canada T2P 3E6
Item 2
Date of Material Change
February 16, 2010
Item 3
News Release
A news release disclosing the material change was issued via on February 17, 2011.
Item 4
Summary of Material Change
On February 16, 2011 NXT issued an aggregate of 3,200,600 units ("Units") at a price of $0.50 per Unit, each Unit consisting of one Common Share ("Share") and one warrant ("Warrant"). Each Warrant entitles the holder to acquire an additional Share at a price of $0.60 per Share on or before February 16, 2012, subject to certain acceleration terms described below.
Item 5.1
Full Description of Material Change
On February 16, 2011 NXT issued an aggregate of 3,200,600 Units at a price of $0.50 per Unit, each Unit consisting of one Share and one Warrant. Each Warrant is subject to acceleration in the event the Company issues a press release advising that the Common Shares have traded on the Exchange at a price per share greater than $0.90 for 10 consecutive trading days, in which case the Warrants shall expire, without further notice, on the 30th Day following the issuance of the press release. In connection with this closing the Company paid a finder's fee of $72,600 and 145,320 Warrants.
The Shares and Warrants issued pursuant to the Private Placement are subject to a hold period that expires June 17, 2011 for trades in Canada and are issued with a legend restricting trades in the United States.
Item 5.2
Disclosure of Restructuring Transactions
Not applicable.
Item 6
Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7
Omitted Information
Not applicable.
Item 8
Executive Officer
Ken Rogers, Vice President Finance and Chief Financial Officer of NXT, is knowledgeable about the material change described herein and may be reached at (403) 264‐7020
Item 9
Date of Report
February 25, 2011