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) | March 18, 2014 | ||||
US Tungsten Corp. | |||||
(Exact name of registrant as specified in its charter) | |||||
Nevada | 333-151702 | 77-0721432 | |||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||
871 Coronado Centre Drive, Suite 200, Henderson, NV 89052 | |||||
(Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code | (702) 940-2323 | ||||
N/A | |||||
(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))
Item 1.01 | Entry into a Material Definitive Agreement |
Effective January 22, 2014, we executed a subscription agreement with Well Bright Asia Pacific Limited of Hong Kong, for the purchase of up to 2,000,000 units at a purchase price of $0.10 per unit. Each unit consists of one share of common stock and one non-transferable common stock share purchase warrant. Each warrant is exercisable into one share of common stock at an exercise price of $0.10 per warrant for a period of one year from the date of issuance of the unit.
As of March 18, 2014, Well Bright has provided subscription funds in the amount of $100,000 for the purchase of 1,000,000 units.
Item 3.02 | Unregistered Sales of Equity Securities |
Effective March 18, 2014, we issued 1,000,000 shares of our common stock to one non U.S. persons (at that term as defined in Regulation S of the Securities Act of 1933), relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.
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.
US TUNGSTEN CORP. | |
/s/ Barry Wattenberg | |
Barry Wattenberg | |
Chief Financial Officer and Director | |
Date: | March 25, 2014 |