8-K/A 1 d706050d8ka.htm FORM 8-K/A Form 8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 4, 2014

 

 

CLEAN DIESEL TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-33710   06-1393453

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

  (I.R.S. Employer 
Identification No.)

4567 Telephone Road, Suite 100

Ventura, California, 93003

(Address of Principal Executive Offices) (Zip Code)

(805) 639-9458

(Registrants telephone number, including area code)

(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:

 

¨ 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))

 

 

 


EXPLANATORY NOTE

The sole purpose of this amendment on Form 8-K/A to the Current Report on Form 8-K (the “Original Form 8-K”) filed on April 4, 2014 by Clean Diesel Technologies, Inc. (the “Company”) is to correct the item used in the Original Form 8-K by reporting under Item 8.01 the information that was reported under Item 5.01 in the Original Form 8-K.

Item 8.01 Other Events.

On April 4, 2014, the Company closed a registered direct offering of 2,030,000 shares of common stock and warrants to purchase 812,000 shares of common stock for gross proceeds of $6,902,000. The shares of common stock and warrants were sold in units, with each unit consisting of one share of common stock and 0.4 of one five and a half-year warrant to purchase one share of common stock at an exercise price of $4.20 per share. The offering was previously announced in a Current Report on Form 8-K filed on April 1, 2014 and a press release furnished therewith.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number

  

Description of Exhibits

  5.1    Opinion of DLA Piper LLP (US) (included as Exhibit 5.1 to the Current Report on Form 8-K filed on April 4, 2014 and incorporated by reference herein).
23.1    Consent of DLA Piper LLP (US) (included in Exhibit 5.1 to the Current Report on Form 8-K filed on April 4, 2014 and incorporated by reference herein).


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.

 

    CLEAN DIESEL TECHNOLOGIES, INC.
April 4, 2014     By:  

 /s/ Nikhil A. Mehta

      Name:  Nikhil A. Mehta
     

Title:     Member of the Interim Office of the Chief

              Executive Officer and Chief Financial Officer