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
March 17, 2010
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Date of Report (Date of earliest event reported):
ACCELR8 TECHNOLOGY CORPORATION
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(Exact name of registrant as specified in charter)
Colorado 0-11485 84-1072256
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State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
7000 North Broadway, Building 3-307, Denver, CO 80221
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(Address of principal executive offices)
(303) 863-8808
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Registrant's telephone number,
including area code:
Not Applicable.
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(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))
Effective March 17, 2008, Accelr8 Technology Corporation held a
closing on the sale (the "Offering") to accredited investors of an aggregate of
421,433 shares of the Company's no par value Common Stock sold at $0.70 per
share (the "Common Stock") and warrants to purchase 421,433 shares of Common
Stock at a purchase price of $1.00 per share that expire three years from the
date of issuance (the "Warrants")(the "Common Stock and the Warrants are
referred to herein as the "Securities").
The Warrants have customary weighted-average anti-dilution rights
with respect to any subsequent issuance of common stock or common stock
equivalents at a price less than $1.00 per share (subject to adjustment), and
otherwise in connection with forward or reverse stock splits, stock dividends,
recapitalizations, and the like. The anti-dilution provisions are not applicable
to employee stock options and shares issued in connection with certain mergers
and acquisitions. The Company received $295,000 in gross proceeds from the sale
of the Securities.
Janco Partners, Inc. served as the placement agent for the
Offering. The Company paid Janco Partners, Inc. commissions and expenses of
$15,000 realizing $280,000 in net cash proceeds. In connection with the closing,
the Company issued 10,715 warrants to Janco Partners, Inc. ("Placement Agent
Warrants"), as additional compensation. The Placement Agent Warrants are three
year warrants that are exercisable at a price of $1.00 per share. The Placement
Agent Warrants, and the shares of Common Stock issuable upon exercise of the
Placement Agent Warrants shall have registration, anti-dilution and other rights
identical to the Warrants and Shares issued in the Offering.
Investors in the units have "piggyback" registration rights with
respect to the resale of the shares of Common Stock, as well as the shares
issuable upon exercise of the Warrants.
The Securities were offered and sold in reliance upon Rule 506
promulgated under Section 4(2) of the Securities Act of 1933, as amended. The
Securities sold in the Offering have not been registered under the Securities
Act or state securities laws and may not be offered or sold absent registration
with the SEC or an applicable exemption from the registration requirements. The
Form of Stock Purchase Agreement and Form of Warrant used in the Offering are
attached hereto as Exhibits 10.1 and 10.2, respectively.
Item 9.01 Financial Statements and Exhibits.
The following is a complete list of Exhibits filed as part of this
Current Report on Form 8-K. Exhibit numbers correspond to the numbers in the
exhibit table of Item 601 of Regulation S-K.
Exhibit No. Description
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10.1 Stock Purchase Agreement
10.2 Form of Warrant
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 23, 2010 ACCELR8 TECHNOLOGY CORPORATION
By:/s/ Thomas V. Geimer
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Thomas V. Geimer, Chief Executive Officer