Current Report Filing (8-k)
February 06 2017 - 6:02AM
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): February 1, 2017
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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
Wednesday, February 1, 2017, 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 $4,625,000, and issued
92,500,000 shares of its common stock in connection therewith. Immediately following the Private Placement, the Company had a
total of 296,652,616 issued shares of common stock and 282,730,163 outstanding shares of common stock.
The Private Placement
was comprised of 18 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 Monday, February
6, 2017, 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 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: February
6, 2017
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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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