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): November 17, 2015
SOLAR
WIND ENERGY TOWER INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-53035 |
|
82-6008752 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification Number) |
1997
Annapolis Exchange Pkwy., Suite 300
Annapolis,
Maryland 21401
(Address
of principal executive offices) (zip code)
(410)
972-4713
(Registrant’s
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 (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))
Item
1.01. Entry into a Material Definitive Agreement.
On
November 17, 2015, Solar Wind Energy Tower, Inc. (the “Company”) entered into a Fourth Amended Option Agreement
(the “Amended Option Agreement”) to the Option Agreement dated April 11, 2014 (“Option Agreement”)
with several capital investors, (the “Capital Investors”) and current land owners (the “Land Owners”)
(the Land Owners together with the Capital Investors, collectively referred to as the “Equity Investors”).
Pursuant
to the terms of the Amended Option Agreement, the Land Owners agreed to invest $600,000 (the “Land Owners Equity”)
and defer until closing an additional $450,000 (the “Delayed Option Payment”) in exchange for a 2.67%
equity investment in Arizona Green Power LLC (“AGP”, a private company owned by the Company) for the sole purpose
of developing an energy tower facility in San Luis, Arizona utilizing the proprietary technology developed by the Company to develop
a large downdraft tower capable of creating abundant clean utility scale alternative energy (the “Tower Project”).
The equity investment includes any and all cash flows related thereto.
Moreover,
pursuant to the terms of the Option Agreement, the Capital Investor has also committed an additional $300,000 in exchange for
a 1.33% equity investment in Arizona Green Power LLC and the Tower Project, $50,000 which has been paid and the additional $250,000
conditioned upon the Company and AGP successfully procuring, as determined in the Capital Investors’ sole discretion, $5,000,000
or more in additional equity from investors, or such other additional amount as is necessary for the balance of the required pre-development
and development costs of the Tower Project (the “Equity Raise”).
Further,
if the Company and AGP close the acquisition of the Property prior to (a) December 1, 2016, the Delayed Option Payment shall be
reduced by $200,000 (such that the Delayed Option Payment shall equal $250,000), or (b) July 1, 2016, the Delayed Option Payment
shall be reduced by $450,000 (such that the Delayed Option Payment shall equal $0).
The
Land Owners have the right to terminate the Amended Option Agreement at any time after July 1, 2016 if the Company and AGP have
not completed the Equity Raise prior to July 1, 2016.
Item
8.01. Other Events.
On
November 23, 2015 the Company issued a press release disclosing that it entered into the above agreements.
Item
9.01 Financial Statements and Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press
Release, dated November 23, 2015 |
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
SOLAR
WIND ENERGY TOWER INC. |
| |
|
|
| Date:
November 23, 2015 |
By: |
/s/
Ronald W. Pickett |
| |
Name: |
Ronald
W. Pickett |
| |
Title: |
CEO,
President and Chairman |
Solar
Wind Energy Tower
Closes
Initial Investment in San Luis, Arizona Tower Project
ANNAPOLIS,
MD—(Marketwired – November 23, 2015) - Solar Wind Energy Tower, Inc. (OTC:SWET) (the “Company”),
the innovator and creator behind the Solar Wind Downdraft Tower structures capable of producing abundant, inexpensive electricity
to meet the world’s increasing demand, today announced the Company has closed on a transaction that provided for $600,000
in pre-development land cost and a commitment for an additional $300,000 for pre-development costs, as well as an agreement to
defer up to $450,000 in land deposits until closing for the San Luis, Arizona Tower Project. The capital was achieved through
the sale of an interest in the Company’s subsidiary, Arizona Green Power, LLC.
The
Company previously announced that it had retained Aldwych Capital Partners, a special situations boutique investment banking firm,
as a key member of their professional advisors to guide the Company on various strategic initiatives relative to their Arizona
Green Power Project in San Luis, AZ as well as other Tower Projects in North America and Africa. Aldwych has expertise in matters
such as project financing, mergers, acquisitions, and other financing opportunities.
This
financing comes exclusively through the sale of an interest in Arizona Green Power, LLC based on an initial total valuation of
$22,500,000 for the project, and not from the sale of shares of stock in the Company. After the transaction, the Company continues
to retain ownership of the remaining 96% interest in Arizona Green Power, LLC. Through the continued efforts of Aldwych Capital
Partners, sale of shares of additional equity in Arizona Green Power, LLC is currently being pursued.
Aldwych
has demonstrated its capability of raising pre-development capital by this initial investment and is continuing its efforts to
raise an additional $5,000,000 capital for the AZ project to be used to cover the Company’s operating and development cost
necessary to meet the conditions needed to commence the full construction and development of the project.
Ronald
Pickett, Chairman and CEO of Solar Wind Energy Tower, stated, “We are delighted with this initial success by Aldwych Capital
Partners and fully supportive of their strategy to close this initial equity investment necessary to secure the project site.
We believe that Aldwych’s depth of experience within the alternative energy sector along with their strong governmental
connections will enable our Company to expand its business and deliver increased shareholder value. It has long been a strategic
part of our business plan to surround our Company with very capable Teaming Partners and we look forward to our strategic relationship
with Aldwych.”
Dan
Nicholas, Senior Managing Director of Aldwych Capital Partners stated, “This transaction marks the first steps in the implementation
of SWET and Arizona Green Power’s strategy. As the energy market continues to demand development in renewable generation,
this transaction will serve as cornerstone for further development of the SWET/AGP business plan. We are delighted to continue
to work on this unique and exciting opportunity.”
About
Aldwych Capital Partners
Aldwych
is a special situations boutique investment bank focused on domestic and Emerging Market transactions including M&A advisory,
Capital Markets, power project financing with a distinct focus on traditional and renewable energy, resources and infrastructure
as well as various other special situation assignments in the domestic United States, Latin America and Sub-Saharan Africa. The
Company is committed to supporting impactful change and progress in the regions in which we work. We recognize that the increasing
convergence and interconnectedness of global markets, local people and regional economies are the fundamental drivers of global
security and social improvement.
About
Solar Wind Energy Tower, Inc.
Founded
in 2010, Solar Wind Energy Tower, Inc., and its wholly owned commercializing subsidiary, Solar Wind Energy, Inc., is the inventor
of the patented Solar Wind Downdraft Tower, which uses state of the art technologies and construction systems to produce abundant,
inexpensive electricity, 24 hours a day, 7 days a week.
The
Company’s core objective and focus is to become a leading enabler of clean, efficient renewable energy to world communities,
at a reasonable cost, without the destructive residuals of fossil fuels, while continuing to generate innovative technological
solutions to meet tomorrow’s electrical power needs.
For
more information, please visit:
http://www.solarwindenergytower.com,
and https://www.facebook.com/solarwindenergytower and https://twitter.com/SWETower and https://www.arizonagreenpower.com
Cautionary
Note Regarding Forward-Looking Statements
Statements
included in this release may constitute “forward-looking statements”. Actual results may differ materially from those
projected in forward-looking statements. Such statements involve a number of risks and uncertainties such as competitive factors,
technological development, market demand and the Company’s ability to obtain new contracts and accurately estimate revenues,
if any, due to variability in size, scope and duration of projects, and internal issues in the sponsoring client. Further information
on potential factors that could affect the Company’s financial results, can be found in the Company’s various filings
with the Securities and Exchange Commission (SEC).
Contact:
Solar
Wind Energy Tower, Inc.
Phone:
410-972-4713
E-mail:
info@SWETower.com