Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
July
1, 2007
Date
of
Report (Date of earliest event reported)
EESTECH,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-32863
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33-0922627
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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1260
S. Highway 98, Building 1, Suite H-5
Chino
Valley, Arizona 86323
(Address
of principal executive offices and zip code)
(928)
636-6255
(Registrant’s
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:
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o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement.
Convertible
Note Subscription Agreement
On
July
1, 2007, EESTech, Inc. (the “Company”) entered into a Convertible Note
Subscription Agreement (the “Agreement”) with Two Jays and Missy Pty Ltd, an
Australian company (“Subscriber”), regarding the subscription for and issuance
of two convertible notes (each a “Note” and together, the “Notes”). As of the
date of the Agreement, neither the Company nor any of its affiliates had a
material relationship with Subscriber unrelated to the Agreement.
Pursuant
to the terms of the Agreement, Subscriber agreed to make a separate subscription
payment to the Company in exchange for each of the Notes (each a “Subscription
Payment” and together, the “Subscription Payments”). Subscriber agreed to pay a
Subscription Payment of US $500,000 for the first Note on or before August
1,
2007, and further agreed to pay a Subscription Payment of US $1,500,000 for
the
second Note on or before August 8, 2007. The Agreement provides that if either
of the Subscription Payments were not received by the Company before August
31,
2007, the Subscriber’s right to receive the Note for which a Subscription
Payment had not been delivered shall cease. As of September 25, 2007, the date
of filing of this current report on Form 8-K (the “Filing”), the US $500,000
Subscription Payment has been delivered to the Company, and that Note has been
issued (the “Issued Note”). As of the date of this Filing, the US $1,500,000
Subscription Payment has not been received and no Note will be issued regarding
that Subscription Payment.
The
Issued Note was issued by the Company on August 1, 2007 in the principal amount
of US $500,000. The rate of interest of the Issued Note is ten percent (10%)
per
annum. The Issued Note was issued to Subscriber through a transaction that
was
exempt from the registration requirements of the Securities Act of 1933 (the
“Act”) under Section 4(2) of the Act. The Issued Note is convertible into common
shares of the Company’s stock (“Company Stock”), and such conversion shall be
accomplished by dividing the outstanding principal and accrued interest on
the
Issued Note as of the date of conversion by a price per share of Company Stock
of $0.60 (the resulting number of shares of Company Stock being the “Conversion
Shares”).
Under
the
terms of the Agreement, the Subscriber has irrevocably agreed that the Issued
Note shall be converted to Company Stock on the fifth business day following
the
date upon which the Company has received authorization from its shareholders
to
increase the Company’s authorized share capital by an amount that exceeds the
number of Conversion Shares.
Item
3.02 Unregistered
Sale of Equity Securities.
The
information set forth in Item 1.01 above is incorporated by reference
herein.
Item
9.01 Financial
Statements and Exhibits.
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1.1
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Convertible
Note Subscription Agreement dated July 1, 2007 between the Company
and Two
Jays and Missy Pty Ltd.
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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.
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EESTECH,
INC. |
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| Date: September
25, 2007 |
By: |
/s/ Murray
Bailey |
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Name:
Murray Bailey |
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Title: Chief
Executive Officer |