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 10, 2014 |
| PACIFIC GREEN TECHNOLOGIES INC. | |||||
| (Exact name of registrant as specified in its charter) |
| Delaware | 000-54756 | n/a | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 5205 Prospect Road, Suite 135-226, San Jose, CA | 95129 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code (408) 538-3373 |
| 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:
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 1.01 | Entry into Material Definitive Agreement |
Effective March 10, 2014, we entered into private placement agreements with one person (the “Subscriber”). Pursuant to the agreement with the Subscriber, we agreed to the issuance of an aggregate of 125,000 common shares in our capital stock at a purchase price of $4.00 per share, for total proceeds of $500,000.
| Item 3.02 | Unregistered Sales of Equity Securities |
On March 10, 2014, we issued an aggregate of 125,000 shares of our common stock pursuant to the private placement agreement referred to above.
We issued an aggregate of 125,000 common shares to one (1) non-US person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits |
| 10.1 | Form of Subscription Agreement between our company and the Subscriber. |
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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.
| PACIFIC GREEN TECHNOLOGIES INC. |
| /s/ Neil Carmichael |
| Neil Carmichael |
| President and Director |
| Date: March 11, 2014 |
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