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
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Date of Report (Date of earliest event reported): June 10, 2014
Magnolia Solar Corporation
(Exact Name of Registrant as Specified in Charter)
| Nevada | 333-151633 | 39-2075693 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| |
54 Cummings Park Suite 316 Woburn, MA | | 01801 | |
| (Address of principal executive offices) | | (Zip Code) | |
Registrant’s telephone number, including area code: (781) 497-2900
| |
| (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:
| 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)) |
Forward-Looking Statements
This Current Report on Form 8-K and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially.
Item 7.01 Regulation FD Disclosure
See Item 8.01 below.
Item 8.01. Other Information.
On June 10, 2014, Magnolia Solar Corporation (the “Company”) issued a press release announcing that it entered into a letter of intent with Solar Silicon Resources Group Pte Ltd. (“SSRG”) pursuant to which SSRG and the Company will merge their business interests. The parties have agreed to enter into a definitive sale and purchase agreement, the execution and closing of which is subject to various conditions precedent.
There can be no assurance that the transactions contemplated by the letter of intent will be consummated.
The press release and letter of intent are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit No. | | Description |
| 99.1 | | Press Release dated June 10, 2014 |
| | | |
| 99.2 | | Letter of Agreement between Magnolia Solar Corporation and Solar Silicon Resources Group Pte Ltd. |
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 thereunto duly authorized.
| | MAGNOLIA SOLAR CORPORATION | |
| | | | |
| Date: June 10, 2014 | By: | /s/ Yash R. Puri | |
| | | Name: Dr. Yash R. Puri | |
| | | Title: Executive Vice-President and Chief Financial Officer | |
| | | | |
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