WorldWater & Solar Technologies issues stock, warrants in agreement with Quercus Trust

By Lisa Kerner

Charlotte, N.C., Feb. 15 - WorldWater & Solar Technologies Corp. granted the Quercus Trust the right to nominate two directors to its board of directors, with one of the nominees being Quercus trustee David Gelbaum.

The nomination is in consideration of an investment by Quercus in WorldWater, according to a Feb. 11 letter from company chief financial officer Larry Crawford to Gelbaum. Crawford's letter was included in a schedule 13D filing with the Securities and Exchange Commission.

At WorldWater's Feb. 20 meeting, the board will vote to create vacancies to allow the appointment of the Quercus nominees as class III directors, whose terms will expire at the annual meeting to be held in 2010.

The board will recommend that shareholders vote for the Quercus board nominees, the filing stated.

For its part, Quercus will enter into an investment agreement with WorldWater similar to the one the company has with Emcore Corp.

The SEC filing also disclosed the execution of a Feb. 12 stock and warrant purchase agreement in which WorldWater issued to Quercus 20,000 shares of its series F convertible preferred stock at a price of $1,782 per share, with each share convertible into 1,000 shares of common stock.

WorldWater also issued to Quercus 29 million warrants to purchase up to 29 million shares of common stock at an exercise price of $1.815 per warrant.

Total purchase price of the stock and warrant was $35.64 million.

A portion of the purchase price of the preferreds was paid by cancellation of the outstanding principal balance of $6 million and unpaid interest of $20,000 under the terms of a Jan. 25 promissory note.

On Feb. 1, Quercus reported the exchange of 19.7 million shares of WorldWater common stock on Jan. 25 for 19,700 shares of series E convertible preferred stock, each of which is convertible into 1,000 shares of common stock.

The investors beneficially own 18,392,500 shares for a 9.8% ownership interest in the company.

WorldWater operates as a solar engineering and project management company in Pennington, N.J.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.