Current Report Filing (8-k)
November 09 2016 - 6:01AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 1, 2016
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SITESTAR CORPORATION
(Exact Name
of Registrant as Specified in Its Charter)
Nevada
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000-27763
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88-0397234
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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4026
Wards Road, Suite G1 #271
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Lynchburg,
VA
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24502
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(Address
of principal executive offices)
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(Zip
Code)
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(434) 239-4272
(Registrant’s telephone number,
including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 3.02 - Unregistered Sales of
Equity Securities.
(a) On
Monday, November 7, 2016, Sitestar Corporation (the “Company”) accepted and closed upon subscriptions from a private
placement of shares of common stock of the Company (the “Private Placement”), in the amount of $1,625,975.20, and
issued 32,519,504 shares of its common stock in connection therewith. Immediately following the Private Placement, the Company
had a total of 204,152,616 issued shares of common stock and 190,230,163 outstanding shares of common stock.
The Private Placement
was comprised of 15 named purchasers, the substantial majority of which were non-affiliates of the Company.
The issuance of
shares of common stock of the Company pursuant to the Private Placement was a private placement to “accredited investors”
(as that term is defined under Rule 501 of Regulation D), and was exempt from registration under the Securities Act of 1933 (“Securities
Act”), in reliance upon Section 4(2) of the Securities Act and Regulation D Rule 506, as a transaction by an issuer not
involving a public offering.
A copy of the form
of subscription agreement entered into in connection with the Company’s Private Placement is attached hereto as
Exhibit
10.1
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On Tuesday, November
8, 2016, the Company issued a press release announcing the Private Placement (the “Private Placement Press Release”).
A copy of the Private Placement Press Release is attached hereto as
Exhibit 99.1
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Item 5.02 - Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On
Tuesday, November 1, 2016, the Company appointed Rodney E. Lake as Chief Operating Officer and Corporate Secretary of the Company.
In his capacity as Chief Operating Officer, Mr. Lake will serve as the Company’s new principal operating officer.
Mr. Lake, age 40,
is the founder and Chief Investment Officer of The Benval Group LLC. Founded in October 2012, The Benval Group provides consulting
services to growing companies, and works to partner with its clients regarding resource and capital allocation, strategy, analysis
and research.
Mr. Lake also is
a Visiting Instructor of Finance at The George Washington University School of Business, serving as an instructor and manager
for the GW Program on Applied Research and Investing, which includes the Ramsey Student Investment Fund, managed by MBA students,
and the Phillips Student Investment Fund, managed by undergraduate students. Mr. Lake served as an Adjunct Professor, Finance
at The George Washington University School of Business during the period, September 2012 through May 2016.
Prior to forming
The Benval Group in 2012, Mr. Lake worked as a Senior Investment Officer during the period, January 2008 through October 2012,
and as an Investment Analyst during the period, July 2005 through December 2007, in The George Washington University Investment
Office, which was responsible for the investment management of the university’s endowment funds.
Mr. Lake graduated
cum laude from West Virginia Wesleyan College with a B.S. degree in business. He received his MBA from The George Washington University.
On Tuesday, November
8, 2016, the Company issued a press release announcing Mr. Lake’s appointment as Chief Operating Officer and Corporate Secretary
(the “COO Announcement Press Release”). A copy of the COO Announcement Press Release is attached hereto as
Exhibit
99.2
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Item 9.01 - Financial Statements
and Exhibits.
(a) Financial statements
of businesses acquired – not applicable
(b) Pro forma financial
information – not applicable
(c) Shell company
transactions – not applicable
(d) Exhibits
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.
Date: November
8, 2016
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SITESTAR
CORPORATION
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By:
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/s/
Steven L. Kiel
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Steven
L. Kiel
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President
& CEO
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