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): April 4, 2014
CLEAN DIESEL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 001-33710 | | 06-1393453 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
4567 Telephone Road, Suite 100
Ventura, California, 93003
(Address of Principal Executive Offices) (Zip Code)
(805) 639-9458
(Registrants telephone number, including area code)
(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 5.01 Other Events.
On April 4, 2014, Clean Diesel Technologies, Inc. closed a registered direct offering of 2,030,000 shares of common stock and warrants to purchase 812,000 shares of common stock for gross proceeds of $6,902,000. The shares of common stock and warrants were sold in units, with each unit consisting of one share of common stock and 0.4 of one five and a half-year warrant to purchase one share of common stock at an exercise price of $4.20 per share. The offering was previously announced in a Current Report on Form 8-K filed on April 1, 2014 and a press release furnished therewith.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | |
Exhibit Number | | Description of Exhibits |
| |
| 5.1 | | Opinion of DLA Piper LLP (US) |
| |
| 23.1 | | Consent of DLA Piper LLP (US) (included in Exhibit 5.1) |
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.
| | | | | | |
| | CLEAN DIESEL TECHNOLOGIES, INC. |
| | |
| April 4, 2014 | | By: | | /s/ Nikhil A. Mehta |
| | | | Name: | | Nikhil A. Mehta |
| | | | Title: | | Member of the Interim Office of the Chief Executive Officer and Chief Financial Officer |
