SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 16, 2010
ENTECH SOLAR, INC.
(Exact Name of Registrant as specified in charter)
Registrant's telephone number, including area code: 817/ 224-3600
(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:
On December 16, 2010, Entech Solar, Inc. (the “Company”) and JEMZ Trust entered into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which JEMZ Trust purchased 15,000,000 shares of the Company’s common stock, par value $0.001 per share, at a price of $0.0667 per share, for an aggregate purchase price of $1,000,500.
The preceding discussion is qualified in its entirety by, and is subject to, the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
JEMZ Trust is a trust controlled by David Gelbaum, our Chief Executive Officer and Chairman of our Board of Directors. After the issuance of the shares referred to above, JEMZ Trust, together with The Quercus Trust, a trust of which David Gelbaum is trustee, will beneficially own approximately 46.93% of the voting power of the Company’s outstanding securities.
In connection with the foregoing issuance, the Company relied upon the exemption from securities registration afforded by Rule 506 of Regulation D as promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and/or Section 4(2) of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offering and sale was made to a single person, and transfer is restricted by the Company in accordance with the requirements of the Securities Act.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The disclosure in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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.