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): June 29, 2007
NANOPHASE
TECHNOLOGIES
CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 0-22333
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| Delaware
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36-3687863 |
(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.) |
1319 Marquette Drive, Romeoville, Illinois 60446
(Address of Principal Executive Offices, Including Zip Code)
(630) 771-6700
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Items to be Included in this Report
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 31, 2007, the Securities and Exchange Commission (the “Commission”) declared effective
the Registration Statement on Form S-3 (File No. 333-143153) of Nanophase Technologies Corporation
(the “Company”) filed on May 22, 2007 with the Commission (the “Registration Statement”). The
Registration Statement permits the Company to issue, in one or more offerings, up to 2,000,000
shares of the Company’s common stock.
On
June 29, 2007, the Company entered into a placement agency agreement (the “Placement
Agency Agreement”) with Global Grown Capital, LLC (the “Placement Agent”), pursuant to which the
Placement Agent has agreed to act as the Company’s placement agent in connection with an offering
of up to 1,900,000 shares (the “Shares”) of the Company’s common stock (the “Offering”) under the
Registration Statement.
In connection with the Placement Agency Agreement and the Offering, the Company is filing as
Exhibit 1.1 to this Current Report on Form 8-K the Placement Agency Agreement, including as Exhibit
A thereto the form of Subscription Agreement to be entered into by the Company and the investors in
the Offering.
The
closing of the Offering took place June 29, 2007. The purchasers in the Offering will purchase the
Shares at a discount determined by the 10-day volume-weighted average price minus 4%. The Company
will pay the Placement Agent a commission equal to 5% of the gross proceeds the Company receives
from the Offering.
A copy of the Placement Agency Agreement is attached hereto as Exhibit 1.1 and is incorporated
herein by reference. The foregoing description of the Placement Agency Agreement does not purport
to be complete and is qualified in its entirety by reference to such exhibit.
ITEM 8.01. OTHER EVENTS
On
July 2, 2007, the Company announced that it had entered into definitive agreements with
certain institutional investors to sell 1,900,000 shares of common stock at a purchase price of
$5.92 per share, for an aggregate purchase price of
approximately $11.2 million. The Company
expects that the net proceeds of the Offering will be approximately
$10.6 million after deducting
the placement agency commission and all estimated offering expenses that are payable by the
Company. The Company’s press release announcing the Offering is filed as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| 1.1 |
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Placement Agency Agreement dated June 29, 2007 by and between
Nanophase Technologies Corporation and Global Crown Capital, LLC. |
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| 99.1 |
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Press Release dated July 2, 2007. |