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): MAY 26, 2006
NANOSENSORS, INC.
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(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER: 000-51007
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NEVADA 20-0452700
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1800 WYATT DRIVE, SUITE #2
SANTA CLARA, CA 95054
(Address and zip code of principal executive offices)
(408) 855-0051
(Registrant's telephone number, including area code
CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO
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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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The information required to be disclosed in this Item 1.01 is
incorporated herein by reference from Item 3.02.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On May 26, 2006, NanoSensors, Inc. (the "Company") consummated the
initial closing of a private placement of its securities (the
"Offering") pursuant to which the Company is offering up to $ 1.5
million of Units of its securities, consisting of shares of Common
Stock and Common Stock Purchase Warrants ("Warrants"). The Warrants
are immediately exercisable at $0.04 per share for a period of five
years from the date of issuance. Pursuant to the Securities Purchase
Agreement, the Company agreed that 60% of the gross proceeds will
remain in escrow until the registration statement contemplated by
the Securities Purchase Agreement is declared effective by the
Securities and Exchange Commission and the Company obtains
shareholder approval to increase its authorized capital.
Accordingly, at the initial closing of the Offering, out of gross
proceeds of $400,000, the Company received $160,000 and,
accordingly, it issued a total of 3.2 Units of its securities,
consisting of an aggregate of 16,000,000 shares of Common Stock and
16,000,000 Warrants, to the investors. After payment of commissions
and expenses associated with the initial closing, the Company
received net proceeds of $107,320. The Company also issued an
aggregate of 3,200,000 warrants to the selling agents at this
closing, which agent warrants are exercisable at $0.01 per share for
a period of five years. The Company intends to use the proceeds from
the offering for working capital and payment of accrued
compensation.
The investors also became parties to a Registration Rights
Agreement, pursuant to which the Company has agreed to file, within
40 days after a final closing of the Offering, a registration
statement covering the resale of the shares of common stock sold and
issuable upon exercise of the Warrants issued to the investors and
the placement agent.
The Units have not be registered under the Securities Act of 1933,
as amended, and were offered and sold in reliance upon the exemption
from registration set forth in Section 4(2) and Regulation D,
promulgated under the Securities Act. The Company believes that the
investors and the placement agent are "accredited investors", as
such term is defined in Rule 501(a) promulgated under the Securities
Act.
This disclosure does not constitute an offer to sell or the
solicitation of an offer to buy any of the Company's securities, nor
will there be any sale of these securities by us in any state or
jurisdiction in which the offer, solicitation or sale would be
unlawful. The disclosure is being issued pursuant to and in
accordance with Rule 135 of the Act.
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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.
NANOSENSORS, INC.
By: /s/ Ted Wong
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Name: Ted Wong
Title: Chief Executive Officer and President
Date: May 30, 2006
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