UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 10, 2007
GLENROSE INSTRUMENTS INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 000-51645 |
| 20-3521719 |
(State or other jurisdiction of |
| (Commission file no.) |
| (I.R.S. Employer |
incorporation or organization) |
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| Identification No.) |
GlenRose Instruments Inc.
45 First Avenue
Waltham, MA 02451
(Address of principal executive offices)
Registrant’s telephone number, including area code: (781) 622-1120
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:
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
ITEM 3.02—UNREGISTERED SALES OF EQUITY SECURITIES
GlenRose Instruments Inc. (the “Company”) sold an aggregate of 102,647 shares of common stock (the “Shares”), at $7.00 per share for gross proceeds of $718,529 to various investors, all of whom were accredited investors. Immediately following the sale of the Shares, on October 10, 2007, the Company had 3,102,647 shares of common stock issued and outstanding.
Pursuant to an agreement dated July 23, 2007, R.F. Lafferty & Co. Inc. acted as a finder in the financing and received a finder’s fee, including disbursement, of $31,112, equal to six percent (6%) of the gross proceeds from certain of the investors.
The Shares issued in the financing were offered and sold in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. The purpose of the financing was to raise funds for acquisitions, product development, working capital and general corporate purposes.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 10, 2007 | GLENROSE INSTRUMENTS INC. | |
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| By: | /s/ Anthony S. Loumidis |
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| Anthony S. Loumidis, Chief Financial Officer |
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