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
Date of Report (Date of earliest event reported): September 8, 2009
CLEAR-LITE HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
| Nevada | 000-52877 | 20-8257363 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employee Identification No.) |
| 102 NE 2nd Street, PMB 400, Boca Raton, Florida | 33432 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(561) 544-6966
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Copies to:
Joseph M. Lucosky, Esq.
Anslow & Jaclin, LLP
195 Rt. 9 South, 2nd Floor
Manalapan, NJ, 07726
Tel No.: (732) 409-1212
Fax No.: (732) 577-1188
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 (17 CFR 230.425) | |
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.02 Unregistered Sales of Equity Securities
On September 8, 2009, Clear-Lite Holdings, Inc., (the “Company”) consummated a private placement (the “Private Offering”) with five accredited investors for the issuance and sale of convertible promissory notes (the “Notes”) and Series A and Series B common stock purchase warrants (the “Series A Warrant” and the “Series B Warrant” collectively the “Warrants”).
Each Note is for the principal amount of $120,000 and is convertible into shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) at an exercise price of $0.30 per share. The Series A Warrant entitles each investor to purchase up to 400,000 shares of Common Stock at an exercise price of $0.30 per share. The Series B Warrant entitles each investor to purchase up to 400,000 shares of Common Stock at an exercise price of $0.60 per share. The Warrants expire five years from the date of issuance. The aggregate face amount of the Notes prior to the application of any original issue discount was $500,000 and the gross proceeds received by the Company was $400,000.
The Private Offering was an unregistered sale of securities conducted pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.
The foregoing description of the Private Offering, the Notes, Subscription Agreement and the Warrants are not intended to be complete and is qualified in their entirety by the complete text of those agreements attached as exhibits to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 4.1 | Form of Series A Warrant |
| 4.2 | Form of Series B Warrant |
| 10.1 | Subscription Agreement |
| 10.2 | Form of Convertible Promissory Note |
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
| CLEAR-LITE HOLDINGS, INC. | |||
| Date: September 11, 2009 | By: | /s/ Thomas J. Irvine | |
| Thomas J. Irvine | |||
| President | |||