Item 3.02. Unregistered Sales of Equity Securities.
On February 14, 2014, SMSA Crane Acquisition Corp. (the "Company") closed on the
sale of 927,000 shares of common stock in a private placement offering to
accredited investors in exchange for gross proceeds of $3,068,370. Pariter
Securities, LLC ("Pariter") was paid $125,431 for acting as a placement agent
for the offering and was issued 92,700 five-year warrants exercisable at $3.31
per share. Additionally, Pariter waived cash commissions of $304,001 by electing
to purchase 91,843 shares of the Company's common stock at the offering price of
$3.31 per share (without commissions or expenses). The net proceeds to the
Company were $2,941,939.
The securities described hereunder have not been registered under the Securities
Act of 1933 (the "Act") and were issued and sold in reliance upon the exemption
from registration contained in Section 4(a)(2) of the Act and Rule 506(b)
The Company's principal shareholder is CoquÍ Radio Pharmaceuticals Corp.
("CoquÍ"). CoquÍ is a radio pharmaceutical company that seeks to establish a
medical isotope production facility (the "Facility") to produce Molybdenum-99
("Mo-99"). Mo-99 is used to manufacture one of the principal medical isotopes
used for diagnostic applications in nuclear medicine.
The net proceeds will be used primarily through advances to CoquÍ, for preparing
an environmental report on the site where the Facility is to be located, Nuclear
Regulatory Commission ("NRC") counsel, hiring contractors to begin preliminary
work on the Facility prior to receiving any NRC licensing, for working capital
including engaging an independent registered public accountant to audit its 2013
and 2012 financial statements, and for public company expenses.
Following completion of the required audit of CoquÍ it will merge into the
Company, cancelling its shares of common stock of the Company and with the
Company re-issuing the shares to Coqui's shareholders. The outstanding shares
shall not be affected by the merger.
A form of Subscription Agreement is filed as an exhibit under Item 9.01 and is
incorporated herein by reference. The description of the offering described
hereunder is qualified in its entirety by reference to the full text of the
Subscription Agreement, which is filed as Exhibit 10.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Exhibit
10.1 Form of Subscription Agreement