UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)September 12, 2012
Nexxus Lighting, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| | |
| 0-23590 | | 59-3046866 |
(Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 124 Floyd Smith Drive, Suite 300, Charlotte, North Carolina | | 28262 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(704) 405-0416
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
| ¨ | 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)) |
On September 12, 2012, Nexxus Lighting, Inc. (“Nexxus” or the “Company”) announced that it has entered into a definitive Investment Agreement with RVL 1 LLC, an affiliate of Aston Capital, LLC (the “Investor”) whereby in consideration of a cash payment of $6 million, the Company will issue to the Investor 600,000 shares of newly-created Series B Convertible Preferred Stock, $.001 par value per share.
The press release announcing the transaction is attached hereto as Exhibit 99.1. Also attached as Exhibit 99.2 is a copy of the notice to stockholders regarding the Company’s reliance on the financial viability exception in accordance with NASDAQ rules.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| | |
Exhibit
No. | | Description |
| |
| 99.1 | | Press Release dated September 12, 2012 |
| |
| 99.2 | | Notice to Stockholders dated September 12, 2012 |
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.
| | | | | | |
| September 12, 2012 | | | | NEXXUS LIGHTING, INC. |
| | |
| | | | /s/ Gary R. Langford |
| | | | Name: | | Gary R. Langford |
| | | | Title: | | Chief Financial Officer |
