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
March 13, 2013
Date of Report (Date of earliest event reported)
New Energy Technologies, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
333-127953
(Commission File Number)
59-3509694
(I.R.S. Employer Identification No.)
9192 Red Branch Rd.
Suite 110
Columbia, Maryland 20866
(Address of principal executive offices)
(800) 213-0689
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 1. Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On March 13, 2013, New Energy Technologies, Inc. (the “Company”), through its wholly-owned subsidiary, New Energy Solar Corporation, entered into a letter of commitment (the “Commitment Letter”) pursuant to which the Company agreed to provide funds for the University of South Florida to pay the filing fees associated with national stage filings of certain of the University of South Florida’s International Patent Applications (the “Applications”)
. Pursuant to the terms of the Commitment Letter, the Company committed to place funds in escrow for the
University of South Florida
to file the Applications in certain countries.
The description of the Commitment Letter contained herein is qualified in its entirety by reference to the redacted Commitment Letter, a copy of which is attached as
Exhibit 10.1
hereto.
In addition to filing this Current Report on Form 8-K, the Company intends to file a confidential treatment request with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended, and Rule 24-b2 of the Securities Exchange Act of 1934, as amended, to obtain confidential treatment for certain portions of the Commitment Letter.
SECTION 9. Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
The following exhibits are furnished as part of this report:
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Number
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Description
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10.1
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Redacted Letter of Commitment between New Energy Solar Corporation and University of South Florida*
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*
Portions of the exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and the omitted material has been separately filed with the Securities and Exchange Commission.
SIGNATURES
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 on March 18, 2013.
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New Energy Technologies, Inc.
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By:
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/s/ John Conklin
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By:
John Conklin
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President and Chief Executive Officer
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EXHIBIT 10.1
New Energy Solar Corporation
9192 Red Branch Road, Suite 110
Columbia, MD 21045
VIA ELECTRONIC MAIL
March 13, 2013
Valerie McDevitt
Assistant V.P. for Research Patents & Licensing
University of South Florida
Technology Transfer Office
3802 Spectrum Blvd., Suite 100
Tampa, FL 33612
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Re:
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Letter of Commitment to place in escrow funds to cover estimated costs for national filings associated with PCT Application No**** (****) filed on ****; entitled “****”.
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Dear Valerie:
This is a letter of commitment in which New Energy Solar Corporation commits to pay estimated costs to the University of South Florida (“USF”) filing fees associated with national stage filing of USF’s International Patent Application **** (****) in the following countries (the “Territory”):
****, ****, ****, ****, and ****. The approximate estimated costs for each country and the cumulative total are as follows:
Specifically, New Energy agrees that, prior to ****, they will provide payment totaling US$**** to USF. Further, USF hereby commits, prior to the relevant PCT filing deadlines in each country, to nationally file the above-referenced Application in the ****, ****, ****, **** and ****, and use best efforts to ensure such filings are received.
The payment received from New Energy will be placed in escrow and used to pay the referenced estimated costs. It is understood by both parties that the costs estimates are approximate and therefore actual fees incurred may vary. Any funds remaining after payment of all costs associated with these filings will be returned to New Energy. If any amounts are due to USF, USF will invoice New Energy for these fees and New Energy agrees to pay as per USF/New Energy License Agreement number ****.
The foregoing is accepted and acknowledged by the undersigned:
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New Energy Solar Corporation
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Date:
March 13, 2013
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By:
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/s/
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Name: John A. Conklin
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Title: President & CEO
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University of South Florida
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Date:
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By:
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/s/
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Name: Valerie McDevitt
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Title: Assistant Vice President
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