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): January 8, 2014
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 1.01 | Entry Into a Material Definitive Agreement. |
On January 10, 2014, Sigma Labs, Inc., a Nevada corporation (the “Company”), closed the private placement contemplated by the Subscription Agreement (the “Subscription Agreement”), entered into as of January 8, 2014, between the Company and Rockville Asset Management Ltd., a Hong Kong company (the “Investor”).
Pursuant to the Subscription Agreement, among other things:
| · | The Company issued 43,750,000 restricted shares of the Company’s common stock to the Investor for a total purchase price of $3,500,000 in cash; |
| · | In connection with the purchase and sale of the shares, the Company agreed to issue to the Investor a warrant (the "Warrant") to purchase up to 14,259,259 shares of the Company's common stock, at an exercise price of $0.15 per share. The Warrant has a term of nine-months from the date of issuance (i.e., January 10, 2014); |
| · | The Company agreed to use its best efforts to list the Company's common stock on the New York Stock Exchange, NASDAQ or any other securities exchange acceptable to the Investor within 24-months from the closing of the private placement, to the extent the common stock is qualified to be listed on such securities exchanges; and |
| · | The Company agreed to not, during the twelve-month period following the closing, approve any amendment to the Company's Articles of Incorporation, declare or pay any cash dividends on the common stock or sell all or substantially all of the property and assets of the Company without the approval of the Investor, subject to certain exceptions. |
The preceding summary of the Subscription Agreement, the Warrant and the transactions contemplated thereby does not purport to be complete and is subject to the full text of the Subscription Agreement and the Warrant that will be filed with the Company's annual report on Form 10-K for the year ended December 31, 2013.
| ITEM 3.02 | Unregistered Sales of Equity Securities. |
The disclosures set forth in Item 1.01 of this Current Report on Form 8-K are hereby incorporated by reference into this Item 3.02.
As stated in Item 1.01 above, the Company sold to the Investor 43,750,000 shares of common stock for total gross proceeds of $3,500,000. In connection with the purchase and sale of such shares, the Company issued to the Investor a nine-month Warrant to purchase up to 14,259,259 shares of the Company's common stock at an exercise price of $0.15 per share. The Company also agreed to pay a finder's fee to a third party in cash equal to $175,000 (i.e., 5% of the amount invested by the Investor) and to issue to the third party a two-year warrant to purchase up to 2,187,500 shares of common stock (i.e., 5% of the shares of common stock issued by the Company to the Investor), at an exercise price of $0.08 per share, which warrant may be exercised in a cashless exercise.
This issuance of the foregoing securities to the Investor was made in reliance on the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Regulation S. No directed selling efforts were made in the United States, the Investor is not a U.S. person, and as a condition to closing, the Investor represented that it understands the securities will not be registered under the Securities Act and the related restrictions on transfer, and the securities will be legended. The issuance of the warrant to the finder was made in reliance upon the securities registration exemption contained in Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.
| ITEM 8.01 | Other Events. |
On January 13, 2014, the Company issued a press release (the “Press Release”) announcing the completion of the private placement described in Items 1.01 and 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 January 13, 2014, relating to the completion of the Company’s private placement. |
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: January 14, 2014 | SIGMA LABS, INC. | ||
| By: | /s/ Mark Cola | ||
| Name: | Mark Cola | ||
| Title: | President and Chief Executive Officer | ||
SIGMA LABS, INC. ANNOUNCES PRIVATE PLACEMENT OF COMMON STOCK AND WARRANTS
SIGMA LABS NEWS RELEASE - Financing Now Positions Sigma Labs, Inc. for Accelerated Expansion in 2014 and Beyond
SANTA FE, N.M., January 13, 2014 -- Sigma Labs, Inc. (OTCBB: SGLB), a developer of advanced, real-time, non-destructive quality inspection systems for 3D metal printing and other advanced manufacturing technologies, today announced the completion of a $3,500,000 private placement of 43,750,000 shares of common stock, and a nine-month warrant to purchase up to 14,259,259 shares of common stock at an exercise price of $0.15 per share to Rockville Asset Management Ltd., a Hong Kong company. The shares of common stock are restricted under Rule 144 of the Securities Act of 1933, as amended, and do not carry registration rights.
Mark Cola, President and Chief Executive Officer of Sigma Labs, stated that, "We appreciate Rockville Asset Management Ltd.'s confidence in Sigma Labs. In addition, Sigma Labs debt-free structure combined with our recent development agreement with Metronic Systems, LLC for a 3D laser scanning technology, development of a low-cost 3D metal printing device and the largest order received, to date, for Sigma's PrintRite3D® systems, from a major international company, has now set the stage for Sigma Labs to enter a period of accelerated growth. This funding enables us to add key scientific and engineering personnel, and provides the ability to service our customers on a large scale and execute our overall plans for increased expansion in 2014 and beyond."
The net proceeds to Sigma Labs are expected to be approximately $3,325,000, assuming no exercise of the warrant and after deducting fees and expenses to be paid to third parties. The company will obtain an additional $2,138,888 assuming the exercise in full of the warrant. Sigma Labs intends to use the net proceeds of the placement primarily in connection with its PrintRite3D® technology, 3D scanner technology, and high-productivity service bureau based production, and for working capital and general corporate purposes.
Mr. Greg Xie, managing director of Rockville Asset Management, stated that, "Sigma Labs has demonstrated, by the acceptance of their proprietary technologies by large international companies, that their 3D metal printing line of products, along with their expertise, bodes well for Sigma Labs place in the future of 3D metal printing. The Sigma Labs PrintRite3D® system, having the potential ability to be incorporated into large numbers of 3D devices, is very important. We are very pleased to work with Sigma Labs and look forward to a long term relationship and see a very bright future for the company. With our well established connections in China, we have confidence that we can bring value to Sigma Labs regarding prospective operations and markets."
About Sigma Labs, Inc.
Sigma Labs, Inc., through its wholly-owned subsidiary B6 Sigma, Inc., develops and engineers advanced, real-time, non-destructive quality inspection systems for commercial firms worldwide seeking productive solutions for 3D metal printing and other advanced manufacturing technologies. Sigma Labs' other wholly-owned subsidiary, Sumner & Lawrence Limited, provides high-level scientific consultants to Federal government clients seeking productive solutions for emerging and strategic development technologies. 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, including statements regarding the intended use of proceeds from the offering and statements about the expected progress of the commercialization of our technologies. 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.
SOURCE: Sigma Labs, Inc.
Mark Cola, President and CEO of Sigma Labs, Inc., +1-505-438-2576