UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORTPursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 29, 2014
PAULSON CAPITAL CORP.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-18188
Oregon | 93-0589534 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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1331 NW Lovejoy Street, Suite 720 Portland, Oregon |
97209 |
(Address of principal executive offices) | (Zip Code) |
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Registrant’s telephone number, including area code:503-243-6000 | |
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. |
See Item 3.02 below.
Item 3.02. | Unregistered Sales of Equity Securities. |
On January 29, 2014, Paulson Capital Corp. (the “Registrant”) closed the private sale of 500,000 shares of its common stock (the “Shares”) to six accredited investors for an aggregate purchase price of $250,000, or $0.50 per share. The Shares were sold without registration in reliance upon the private transaction exemption set forth in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated under the Securities Act.
The Shares were sold pursuant to a subscription agreement between the Registrant and the investors. The subscription agreement contained customary representations and warranties, covenants and conditions to closing.
SIGNATURE
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.
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Date: February 3, 2014 | By: | /s/ Trent Davis
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Trent Davis | |||
President |