Current Report Filing (8-k)
April 02 2014 - 1:16PM
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): March 27,
2014
VISCOUNT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
000-49746
(Commission File Number)
Nevada |
88-0498181 |
(State or other jurisdiction |
(IRS Employer |
of incorporation or organization) |
Identification No.) |
4585 Tillicum Street, Burnaby, British Columbia, Canada
V5J 5K9
(Address of principal executive offices) (Zip Code)
(604) 327-9446
Issuers telephone number
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 3.02 Unregistered Sale of Equity Securities.
On March 27, 2014, Viscount Systems, Inc. (the Company)
completed a private placement of 16,502,220 shares of common stock at a price of
$0.09 per share for total proceeds of $1,485,200. The Company also issued a
total of 8,251,107 warrants, each warrant exercisable to acquire an additional
share of the Company at an exercise price of $0.20 per share for a period of
five years from the closing date.
On March 31, 2014, the Company issued an additional 277,778
shares of common stock at a price of $0.09 per share for total proceeds of
$25,000. The Company also issued 138,888 warrants, each warrant exercisable to
acquire an additional share of the Company at an exercise price of $0.20 per
share for a period of five years from the closing date.
In connection with the offerings, the Company paid to a
registered broker-dealer a commission of $35,604 in cash and share purchase
warrants to acquire 395,599 shares of common stock of the Company at a price of
$0.09 per share for a period of five years from the closing date. The warrants
may be exercised on a cashless basis.
The securities were sold to accredited investors pursuant to
the exemptions from registration under Rule 506 of Regulation D, promulgated
under the United States Securities Act of 1933.
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.
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Viscount Systems, Inc. |
Date April 1, 2014 |
(Registrant) |
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/s/
Dennis Raefield |
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Dennis Raefield, President
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