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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 28, 2003 (May 28, 2003)
Altair Nanotechnologies Inc.
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(Exact name of registrant as specified in its charter)
Province of
Ontario,
Canada 1-12497 None
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(State or other (Commission File No.) (IRS Employer
jurisdiction Identification No.)
of incorporation)
204 Edison Way
Reno, Nevada 89502
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (775) 858-3750
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(Former Name, if Changed Since Last Report)
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Item 5. Other Events
Altair Nanotechnologies Inc. (the "Company") is filing this Current
Report on Form 8-K (this "Report") in order to provide a proforma balance sheet
as of April 30, 2003, showing shareholders' equity in excess of $5 million. The
Company believes that, as a result of having a pro forma shareholders' equity in
excess of $5 million, it will qualify for an additional extension of 90 days
beyond June 2, 2003 in order to meet the of the $1 minimum bid price requirement
of the Nasdaq SmallCap Market.
As disclosed in prior reports, the Company's listing on the Nasdaq
SmallCap Market is probationary as long as the market price of the Company's
common shares remains below $1.00 per share. This probationary period expires on
June 2, 2003, subject to a possible 90-day extension if, by that date, the
Company satisfies the core initial listing requirements of the Nasdaq SmallCap
Market other than the minimum bid price requirement.
One of the initial listing requirements of the Nasdaq SmallCap Market
is that shareholders' equity (i.e. the amount by which a company's assets exceed
its liabilities) exceed $5 million. The balance sheet of the Company included in
the Company's Quarterly Report on Form 10-Q with respect to the quarter ended
March 31, 2003 indicated that the Company's shareholders' equity as of March 31,
2003 was $4,042,471. Subsequent to March 31, 2003, the Company has completed two
financing transactions (which are described in the notes the pro forma balance
sheet set forth on the following page). As a result of such transactions, the
Company's pro-forma shareholders' equity as of May 31, 2003 exceeds $5 million.
The Company believes that it satisfies the other initial listing requirements
(except the minimum bid price requirement) for the Nasdaq SmallCap Market and
that, as a result, the Company may qualify for an additional 90-day probationary
period during which to attempt to cause the market price of its common shares to
rise above $1.00 per share. Nasdaq is not required to grant such exemption,
however, and may determine for various reasons not to extend the probationary
period and to commence delisting of the Company's common shares.
A pro-forma balance sheet of the Company as of April 30, 2003, with
certain adjustments for subsequent expenditures and financing transactions, is
set forth on the following page.
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ALTAIR NANOTECHNOLOGIES INC. AND SUBSIDIARIES
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEET
(Expressed in United States Dollars)
(Unaudited)
Proforma
Adjustments April 30, 2003
April 30, 2003 (Note 1) as Adjusted
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ASSETS
Current Assets
Cash and cash equivalents $ 152,796 $ 1,267,505 $ 1,420,301
Accounts receivable
995 -- 995
Other current assets
25,288 -- 25,288
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Total current assets 179,079 1,267,505 1,446,584
Property, Plant and Equipment, net 7,093,513 -- 7,093,513
Patents and Related Expenditures, net 1,117,689 -- 1,117,689
Other Assets 18,200 -- 18,200
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Total Assets $ 8,408,481 $ 1,267,505 $ 9,675,986
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Trade accounts payable $ 558,494 -- 558,494
Accrued liabilities 234,447 -- 234,447
Note payable - current portion 1,140,400 -- 1,140,400
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Total current liabilities 1,933,341 -- 1,933,341
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Note Payable, Long-Term Portion 2,564,005 -- 2,564,005
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Commitments and Contingencies
Shareholders' Equity
Common stock, no par value, unlimited shares
authorized; 33,668,122 shares issued and
outstanding at April 30, 2003 $ 45,074,975 $ 1,706,503 $ 46,781,478
Deficit accumulated during the development stage (41,163,840) (438,998) (41,602,838)
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Total Shareholders' Equity 3,911,135 1,267,505 5,178,640
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Total Liabilities and Shareholders' Equity $ 8,408,481 $ 1,267,505 $ 9,675,986
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Note 1. Proforma Adjustments
The accompanying balance sheet contains proforma adjustments to reflect
the following equity transactions occurring between May 1, 2003 and May 22,
2003:
(a) Between May 1, 2003 and May 14, 2003, we issued 1,182,516 common
shares and 591,258 warrants to purchase common shares for an aggregate purchase
price of $406,503. The warrants are exercisable at $1.00 per share and expire
five years from the date of issue. These warrants and shares represent the
concluding sales of an offering registered under a Registration Statement on
Form S-2, file no. 333-102592.
(b) On May 19, 2003, we closed the offer and sale of 2,015,504 common
shares together with 1,007,752 warrants to purchase common shares to three
institutional investors that have previously invested in the Company for an
aggregate purchase price of $1,300,000. The warrants are exercisable at $1.35
per share and expire five years from the date of issue or, after one year from
date of issue or anytime after the shares are registered, the 180th day
following the date the closing price of the common shares equals or exceeds
$3.50 for 10 days, whether or not consecutive. The Company is obligated to
register the re-sale of such common shares, and common shares issuable upon the
exercise of such warrants, under the Securities Act of 1933, as amended.
In addition the accompanying balance sheet reflects an adjustment of $438,998 to
reflect the estimated net loss for the entire month of May 2003.
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Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Exhibit Incorporated by Reference/ Filed Herewith
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4.1 Form of Series 2003A Warrant Incorporated by reference to Amendment No. 1
to Registration Statement on Form S-2/A filed
with the SEC on March 19, 2003, File No.
333-102592.
4.2 Form of Series 2003C Warrant Filed herewith.
10.1 Form of Registration Rights Agreement (re Filed herewith.
May 2003 private placement)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned thereunto duly authorized.
Altair Nanotechnologies Inc.
May 28, 2003 By: /s/ William P. Long
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Date Dr. William P. Long, Chief Executive Officer
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