- Current report filing (8-K)

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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):  06/22/2010

 

RASER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Commission File Number:  001-32661

 

DELAWARE		87-0638510
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

 

5152 North Edgewood Drive, Suite 375

Provo, Utah 84604

(Address of principal executive offices, including zip code)

 

[phone]

(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:

[  ]   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

 

On June 18, 2010, Raser Technologies, Inc. (the "Company"), entered into a Subscription Agreement (the "Subscription Agreement") with War Chest Capital Partners relating to a registered direct offering by the Company of $750,000 of its common stock, par value $0.01 per share ("Common Stock"). War Chest Capital Partners agreed to purchase the Common Stock for a negotiated price of $0.5866 per share of Common Stock, resulting in gross proceeds to the Company of approximately $750,000, before deducting offering expenses. The net offering proceeds to the Company from the sale of the Common Stock, after deducting estimated offering expenses payable by the Company, are expected to be approximately $725,000.

The closing of the sale and issuance of the Common Stock took place on June 22, 2010.

A copy of the opinion of Stoel Rives LLP and Subscription Agreement are attached to this Current Report on Form 8-K as Exhibits 5.1 and 10.1, respectively, and are incorporated herein by reference. The foregoing is only a brief description of the material terms of the Subscription Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to these exhibits.

 

 

Item 9.01.    Financial Statements and Exhibits

 

(d) Exhibits

               

Exhibit No.        Description

5.1        Opinion of Stoel Rives LLP

10.1        Subscription Agreement, dated June 18, 2010, between Raser Technologies, Inc. and War Chest Capital Partners

23.1        Consent of Stoel Rives LLP (included in Exhibit 5.1)

 

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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.

 

								RASER TECHNOLOGIES, INC.
Date: June 22, 2010						By:		/s/    John T. Perry
								John T. Perry
								Chief Financial Officer

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EXHIBIT INDEX

 

Exhibit No.		Description
EX-5.1		Opinion of Stoel Rives LLP
EX-10.1		Subscription Agreement, dated June 18, 2010, between Raser Technologies, Inc. and War Chest Capital Partners