UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 18, 2013
SIGMA LABS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 33-2783-S | 82-0404220 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
100 Cienega Street, Suite C
Santa Fe, New Mexico 87501
_________________________
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (505) 438-2576
Former name or former address, if changed since last report
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 (see General Instruction A.2. below):
| ¨ | 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)) |
| ITEM 3.02 | Unregistered Sales of Equity Securities. |
On July 18, 2013, Sigma Labs, Inc. (the “Company”), completed a private placement of 120,000,000 shares of the Company’s common stock, $0.001 par value per share, for an aggregate offering price of $1,200,000. The shares were sold solely to accredited investors.
The Company issued the foregoing securities pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder, based upon each recipient’s status as an “accredited investor,” as that term is defined in Rule 501 promulgated under the Act.
| ITEM 8.01 | Other Events. |
On July 24, 2013, the Company issued a press release (the “Press Release”) announcing the completion of the private placement described in Item 3.02 above. A copy of the Press Release is filed as an exhibit to this Current Report on Form 8-K.
| ITEM 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number | Description | |
| 99.1 | Press Release, dated July 24, 2013, relating to the completion of the Company’s private placement. |
| 2 |
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: July 24, 2013 | SIGMA LABS, INC. | ||
| By: | /s/ Mark Cola | ||
| Name: | Mark Cola | ||
| Title: | President and Chief Executive Officer | ||
| 3 |
SIGMA LABS, INC. RAISES 1.2 MILLION DOLLARS
THROUGH RECENT PRIVATE PLACEMENT OFFERING
SANTA FE, NEW MEXICO - July 24, 2013 - Sigma Labs, Inc. (OTCBB: SGLB) announced today that on July 18, 2013, the company closed a private placement offering of shares of its common stock, resulting in gross proceeds of 1.2 million dollars.
Mark Cola, President and Chief Executive Officer of Sigma Labs, stated, “We are very pleased to successfully close this private placement. Sigma Labs intends to use the proceeds from the offering (i) to fund further development efforts towards the commercialization of its “In Process Quality Assurance” or IPQA technology, including the use of its IPQA technology for “additive manufacturing” or 3D printing (a.k.a., PrintRite3D®), (ii) to begin the conceptual design work for Metal3DX, a high-productivity 3D metal printing machine, (iii) to expand its international marketing efforts, and (iv) for working capital and other general corporate purposes."
About Sigma Labs, Inc.
Sigma Labs, Inc. has two wholly-owned subsidiaries – B6 Sigma, Inc. and Sumner & Lawrence Limited (dba Sumner Associates). B6 Sigma develops precision manufacturing solutions and advanced materials technologies, as well as R&D solutions for first-tier integrators and other commercial firms worldwide. Sumner Associates provide high-level consultants to Federal government and commercial clients seeking productive solutions for emerging and strategic development technologies. Sigma Labs has current contracts with Federal government and private industry clients to provide high-level consultants and develop technologies from their conception through the design, building, and testing of prototype systems. For more information please visit us at www.sigmalabsinc.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often contain words such as "expects," "anticipates," "intends," "believes" or "will." Our forward-looking statements are subject to a number of risks, uncertainties and assumptions that could adversely affect us, including the risks set forth in our most recent annual report on Form 10-K. The forward-looking statements in this press release are made only as of the date of this press release. We undertake no obligation to update our forward-looking statements, whether as a result of new information, future events or otherwise.