Nexia Form 8-K 08/18/2005
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
Event: August 15, 2005
Nexia
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
NEVADA
(State
or
other jurisdiction of incorporation or organization)
|
33-2128-D
(Commission
File Number)
|
84-1062062
(IRS
Employer Identification Number)
|
c/o
Richard Surber, President
59
West 100 South, Second Floor, Salt Lake City, Utah
84101
(Address
of principal executive offices)
(801)
575-8073
(Registrant's
telephone number, including area code)
ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
August
15, 2005, Nexia Holdings, Inc. (ACompany@)
executed agreements with Dutchess Private Equities Fund, L.P., (“Dutcvhess”) a
Delaware limited partnership with its principal office located at 312 Stuart
Street, Boston, Massachusetts 02116 The agreements are entitled, Investment
Agreement and Registration Rights Agreement, copies of each of which are
attached hereto and labeled as Exhibits 2(i) and 2(ii)
respectively.
The
agreements provide for Dutchess to extend to the Company up to $10,000,000
in
equity financing. The period of the financing extends for up to a three year
period, during which the Company can receive funds through the sale of its
common stock to Dutchess. The purchase price of the shares is stipulated to
be
at 95% of the lowest closing bid price for the five trading days after a request
is received by Dutchess from the Company.
The
financing will only become available to the Company after the filing and
subsequent effectiveness of an SB-2 Registration Statement to be prepared and
filed by the Company with the Securities and Exchange Commission.
ITEM 9.01 Financial
Statements and Exhibits
Pro
forma
financial statements, if required, will be filed by amendment within the time
allowed by rule.
EXHIBIT
PAGE
Pursuant
to the requirement 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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Nexia
Holdings, Inc. |
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| Date: August
18, 2005 |
By: |
/s/ Richard
Surber |
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Richard Surber
President
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