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
October
22, 2007
Date
of
Report (Date of earliest event reported)
EESTECH,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
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000-32863
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33-0922627
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|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
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1260
S. Highway 89, 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:
oWritten
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
oSoliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
oPre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
oPre-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.
Financial
Advisory and Capital Raising Agreements
On
October 22, 2007, EESTech, Inc. (the “Company”) entered into two Financial
Advisory and Capital Raising Agreements (the “Agreements”) with Montrose
Partners LLP (“Montrose”) for the provision of financial advisory and capital
raising services by Montrose to the Company (the “Services”). As of the date of
the Agreements, neither the Company nor any of its affiliates had a material
relationship with Montrose unrelated to the Agreements.
Pursuant
to the terms of the Agreements, Montrose will provide the Company with a variety
of financial and capital raising advisory services including, but not limited
to, providing advice and assistance with respect to the preparation of possible
equity and/or convertible bond financing, finding new investors, facilitating
the structure of such financing transactions, and providing similar future
services at the Company’s request. Such advisory services will be provided by
Montrose to the Company on a non-exclusive basis, and the Company will remain
free to consult and enter into similar arrangements with other service
providers.
Under
the
first of the two Agreements, Montrose is to receive 50,000 shares of
restricted stock of the Company up front, as well as an option to acquire an
additional 100,000 shares of restricted stock of the Company at the end of
the
first six-month period following the date of that Agreement, and a second option
to acquire another 100,000 shares of restricted stock of the Company at the
conclusion of the first twelve-month period following the date of that
Agreement. Under the second of the two Agreements, Montrose is to receive 50,000
shares of restricted stock of the Company up front, as well as two options
to
acquire an additional 100,000 shares of restricted stock of the Company each;
however, the two options in the second Agreement are subject to Montrose
achieving certain “milestones” before the options may be exercised. Montrose may
earn further options to purchase shares of restricted stock of the Company
upon
the successful completion of equity or convertible debt financing obtained
by
Montrose on behalf of the Company. The number of shares of restricted stock
that
Montrose will have the option to purchase will be determined by the total dollar
value of the equity or convertible debt financing raised by
Montrose.
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: November
29, 2007 |
By: |
/s/ Murray
Bailey |
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Name:
Murray Bailey
Title: Chief
Executive Officer
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| |
Title |