UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-U
CURRENT REPORT PURSUANT TO REGULATION A
Date of Report (Date of earliest event reported): March 20, 2017
KeyStone Solutions, Inc.
(Exact name of issuer as specified in its charter)
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| Delaware | | 81-1771208 |
State of other jurisdiction of incorporation or organization | | (I.R.S. Employer Identification No.) |
14420 Albemarle Point Place, Suite 200, Chantilly, VA 20151
(Full mailing address of principal executive offices)
(703) 953-3838
(Issuer’s telephone number, including area code)
Title of each class of securities issued pursuant to Regulation A:
3,000,000 Units consisting of:
3,000,000 Shares of Series A Cumulative Convertible Redeemable Preferred Stock, par value $0.0001 per share
and
Warrants to purchase 750,000 Shares of Common Stock, par value $0.0001 per share
and
2,892,857 Shares of Common Stock, par value $0.0001 per share, issuable upon the conversion of Series A
Cumulative Convertible Redeemable Preferred Stock and the exercise of Warrants
Item 9. Other Events
Third and Final Offering Closing
On March 21, 2017, KeyStone Solutions, Inc. (“KeyStone” or the “Company”) had its third and final closing of the offering (the “Offering”) pursuant to its Offering Statement on Form 1-A and the Offering Circular thereunder (SEC File No. 024-10551) (the “Offering Statement”), as originally filed with the SEC on May 12, 2016 and declared qualified by the SEC on November 8, 2016 (the “Qualification Date”). The third and final closing of the Offering relates to the sale of 81,000 units (“Units”) with each Unit consisting of one share of the Company’s Series A Cumulative Convertible Redeemable Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), and a warrant to purchase 0.25 shares of KeyStone Common Stock, par value $0.0001 per share (“KeyStone Common Shares”), at any time on or before seven years from the Qualification Date, at an exercise price of $2.00 per KeyStone Common Share. KeyStone received aggregate gross proceeds of $810,000 in the third and final closing.
As previously disclosed by the Company in its Current Report on Form 1-U as filed with the SEC on December 28, 2016, the initial closing of the Offering was for the sale of 301,570 Units for aggregate gross proceeds of $3,015,700, and as previously disclosed by the Company in its Current Report on Form 1-U as filed with the SEC on January 26, 2017, the second closing of the Offering was for the sale of 119,757 Units for aggregate gross proceeds of $1,197,570, making the aggregate total sold in the Offering through and including the third and final closing 502,327 Units for total gross proceeds to the Company of $5,023,270. The Offering is now closed.
Amended Certificate of Designations
As previously disclosed, contemporaneously with the initial closing of the Offering, the Company filed the Certificate of Designations of the Series A Preferred Stock on December 22, 2016, and a Certificate of Correction to the Certificate of Designations of the Series A Preferred Stock on December 23, 2016 (as corrected, the “COD”), with the Secretary of State of the State of Delaware. On March 20, 2017, in connection with the third and final closing, an Amended Certificate of Designations of the Series A Preferred Stock (the “Amended COD”) was filed with the Secretary of State of the State of Delaware to increase the designated number of shares of Series A Preferred Stock from 500,000 to 505,000. No other changes were made to the COD.
The foregoing description of the terms of the Amended COD does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Amended COD, which is filed herewith as Exhibit 15.1 and is incorporated herein by reference.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 1-U contains forward-looking statements regarding KeyStone, including, but not limited to, statements related to the Offering. These forward-looking statements are based on KeyStone’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, those other risks detailed under the caption “Risk Factors” and elsewhere in KeyStone’s U.S. Securities and Exchange Commission (“SEC”) filings and reports, including in KeyStone’s Regulation A Offering Statement on Form 1-A, and the offering circular constituting a part thereunder, which are filed with the SEC. KeyStone cautions investors not to place considerable reliance on the forward-looking statements contained in this Current Report on Form 1-U. KeyStone undertakes no duty or obligation to update any forward-looking statements contained in this Form 1-U as a result of new information, future events or changes in its expectations.
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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KEYSTONE SOLUTIONS, INC. (Exact name of issuer as specified in its charter) |
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| By: | | /s/ Riaz Latifullah |
| | Riaz Latifullah |
| | Chief Financial Officer |
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| Date: | | March 22, 2017 |
EXHIBIT INDEX
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Exhibit No. | | Description |
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| 15.1 | | Amended Certificate of Designations of Series A Cumulative Convertible Redeemable Preferred Stock, as filed March 20, 2017. |
