Current Report Filing (8-k)
04 March 2014 - 9:10AM
Edgar (US Regulatory)
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): February 25, 2014
QUEST
WATER GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
333-168895 |
|
27-1994359 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
2030
Marine Drive, Suite 302
North
Vancouver, British Columbia, Canada V7P 1V7
(Address
of principal executive offices)
(604)
986-2219
(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))
Item
3.02 | | Unregistered
Sales of Equity Securities |
Item
5.02 | | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers |
On
May 30, 2012, Quest Water Global, Inc. (the “Company”) granted options to purchase an aggregate of 5,050,000 shares
of the Company’s common stock (the “Options”) to certain of its insiders, employee/consultants and members of
its advisory board (the “Optionees”). The Options were granted pursuant to the Company’s stock option plan (the
“Plan”) and individual agreements with each of the Optionees, vested immediately and were exercisable at a price of
$0.90 per share until May 30, 2015. Of the Options, the Company granted 1,750,000 to John Balanko, the Company’s Chairman,
President, Chief Executive Officer and director, and 1,750,000 to Peter Miele, the Company’s Vice President, Chief Financial
Officer, Secretary and director.
On
February 25, 2014, the Company approved an adjustment to the exercise price of the Options from $0.90 per share to the closing
price of the Company’s common stock on the OTCQB on the following day, February 26, 2014. The adjustment was undertaken
in order to more accurately align the exercise price of the Options with the current trading price of the Company’s common
stock and to encourage the Optionees to acquire a greater proprietary interest in the Company, thereby strengthening their incentive
to achieve the objectives of the shareholders of the Company, consistent with the purpose of the Plan. The vesting terms and expiry
date of the Options did not change in connection with the repricing.
In
addition, on February 25, 2014, the Company terminated the 1,750,000 options granted to Mr. Balanko and the 1,750,000 options
granted to Mr. Miele pursuant to option termination agreements with those individuals. On the following day, the Company granted
options to purchase an aggregate of 3,500,000 shares of the Company’s common stock (the “New Options”) to certain
of its insiders, employee/consultants and members of its advisory board on identical terms to the adjusted Options. Of the New
Options, the Company granted 1,375,000 to Mr. Balanko and 1,375,000 to Mr. Miele.
The
Company granted the New Options in reliance upon the exemptions from registration provided by Section 4(2) of the Securities Act
of 1933, as amended (“the Securities Act”) and Rule 903 of Regulation S under the Securities Act. The Company’s
reliance on Section 4(2) was based on the fact that the grant to one U.S. person did not involve a “public offering”
and the grantee provided representations to the Company that he acquired the New Options for investment purposes and not with
a view to any resale, distribution or other disposition in violation of United States securities laws or applicable state securities
laws. The Company’s reliance on Rule 903 of Regulation S was based on the fact that the balance of the New Options were
granted in “offshore transactions”, as defined in Rule 902(h) of Regulation S. The Company did not engage in any directed
selling efforts in the United States in connection with the granting of the New Options, and the grantees were not U.S. persons
and did not acquire the options for the account or benefit of any U.S. person.
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.
Date:
March 3, 2014 |
QUEST
WATER GLOBAL, INC. |
|
|
|
|
By: |
/s/
John Balanko |
|
|
John
Balanko |
|
|
Chairman,
President, Chief Executive Officer, Director |
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