Form 6-K NXT Energy Solutions For: Sep 01

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

 

For the month of September, 2015

Commission File Number:  000-24027

NXT Energy Solutions Inc. (Translation of registrant's name into English)

Suite 302, 3320-17th Avenue S.W. Calgary, Alberta  T2E 0B4 Canada (Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  X     Form 40-F _____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  

Yes _____ No     X       

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  

Yes _____ No    X     

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes _____ No    X     

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

 

 

 

 

The Issuer is filing material documents not previously filed.

 

 

 

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Exhibit List:

 

99.1    Early Warning Report September 1, 2015

99.2   Material Change Report September 1, 2015

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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, thereunto duly authorized.

 

Date:  September 1, 2015

 

 

 

NXT Energy Solutions Inc.

 

By:  /s/ Greg Leavens

 

Name: Greg Leavens

          Title: Vice-President Finance and Chief Financial Officer

 

 

 

 

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EARLY WARNING REPORT

 

PART 3 OF NATIONAL INSTRUMENT 62-103

 

The Early Warning System and Related Take-Over Bid and

Insider Reporting Issues

 

This report is made pursuant to the provisions of National Instrument 62-103 in connection with certain conversions of convertible preferred shares, series one, (the “Preferred Shares”) of NXT Energy Solutions Inc. (“NXT” or the “Corporation”) into common shares (“Common Shares”) of NXT.

 

1.

The name and address of the offeror:

George Liszicasz (the “Offeror”)

383 Arbour Lake Way NW

Calgary, Alberta, Canada, T3G 4A2

 

2.

The designation and number or principal amount of securities and the offeror’s securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances:

Effective August 31, 2015, the Board of Directors of NXT elected to convert (prior to their maturity date of December 31, 2015) all 8,000,000 outstanding Preferred Shares, series 1, which were held by the Offeror into Common Shares of NXT on a one for one basis (the “Conversion”). Immediately following the Conversion, the Offeror had ownership and control of 15,196,490 Common Shares of NXT representing approximately 28.6% of NXT’s then issued and outstanding Common Shares.

 

3.

The designation and number or principal amount of securities and the offeror’s securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file the news release:

See #2 above.

 

4.

The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which:

(a)

the offeror, either alone or together with any joint actors, has ownership and control:

Following the Conversion, the Offeror currently has ownership and control over 15,196,490 Common Shares, representing approximately 28.6% of the issued and outstanding Common Shares of NXT.

(b)

the offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor; and

Not applicable.

(c)

the offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership:

Not applicable.

 

5.

The name of the market in which the transaction or occurrence that gave rise to the news release took place:

Not applicable.

 

6.

The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release:

See #8 below.

7.

The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer:

The Board of Board of Directors of NXT has elected to accelerate the conversion (under the terms of the TTA, as defined below) of the outstanding 8,000,000 Preferred Shares in order to allow NXT to retain its rights to utilize a proprietary technology which was developed by the Offeror.

 

The Offeror intends to continue to hold for investment purposes the 8,000,000 common shares which have been received upon the Conversion.

 

 

8.

The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities:

On December 31, 2006, the Offeror and NXT entered into a Technology Transfer Agreement (the “TTA”). Pursuant to the terms of the TTA, 10,000,000 Preferred Shares were issued to the Offeror covering NXT's use of the SFD® technology at the then agreed fair market value $5.7 million. 2,000,000 of the Preferred Shares became convertible into Common Shares upon their issuance in 2006 (and were formally converted into 2,000,000 Common Shares on May 22, 2013) and the remaining 8,000,000 Preferred Shares were non-voting and are convertible on or before December 31, 2015 at NXT's option, subject to earlier conversion by the Offeror under the TTA upon the reaching of defined cumulative revenue milestones.

 

Also, in January 2014, the Offeror personally granted (to a total of 17 persons, including NXT employees, directors, officers, advisors and others) “Rights” to acquire a total of 1 million of the common shares which are now being issued to him upon conversion of the 8 million Preferred Shares. Each of these Rights were subject to certain vesting provisions and will entitle the holder to acquire from the Offeror one common share of NXT at a fixed exercise price of $1.77 per share and will expire on December 31, 2015.

 

9.

The names of any joint actors in connection with the disclosure required by this Report:

Not applicable.

 

10.

In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value in Canadian dollars of the consideration paid by the offeror:

See #8 above.

 

11.

If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 in respect of the reporting issuer’s securities:

Not applicable.

12.

If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance:

Not applicable.

 

DATED the 1^st day of September, 2015.

 

 

 

MATERIAL CHANGE REPORT

 

 

Item 1              Name and Address of Company

 

            NXT Energy Solutions Inc. ("NXT" or the "Company")

Suite 302, 3320 17th Avenue SW

Calgary, Alberta, Canada, T3E 0B4

 

 

Item 2              Date of Material Change

 

            August 31, 2015

 

Item 3              News Release

 

A news release disclosing the material change was issued on September 1, 2015.

 

Item 4              Summary of Material Change

 

Effective August 31, 2015, the Board of Directors of NXT elected to exercise the Company’s right to convert a total of 8,000,000 Preferred shares, Series 1 (the “Preferred shares”) of the Company into 8,000,000 NXT common shares (the “Conversion”). The Preferred shares were held by George Liszicasz, the President & CEO and a director of NXT. Following the Conversion, Mr. Liszicasz will hold a total of 15,196,490 (or 28.6%) of NXT’s 53,225,509 common shares which will then be outstanding.

 

 

Item 5.1           Full Description of Material Change

 

Mr. George Liszicasz, NXT’s President & CEO and a director of NXT, was issued a total of 10,000,000 Preferred shares effective December 31, 2006 pursuant to a Technology Transfer Agreement (“TTA”) under which NXT acquired certain rights to utilize the SFD® (Stress Field Detection) technology for use in hydrocarbon exploration. The Preferred shares are non-voting, are convertible into NXT common shares on a 1 for 1 basis, and mature on December 31, 2015 (the “Maturity”).

A total of 2,000,000 of the Preferred shares became immediately convertible upon issue in 2006, with the remaining balance of 8,000,000 contingently convertible before Maturity based upon NXT achieving certain milestones based on cumulative revenues.

Effective May 22, 2013, Mr. Liszicasz exercised his right to convert the initial 2,000,000 of the Preferred shares into 2,000,000 common shares, following which he held a total of 7,196,490 (or 17.3%) of NXTs 41,554,959 then outstanding common shares.

The remaining 8,000,000 Preferred shares were able to be converted before Maturity in four separate increments of 2,000,000 Preferred shares each, if NXT achieved specified “Cumulative Revenue” thresholds of US $50 million, US $100 million, US $250 million and US $500 million. In the event that the final Cumulative Revenue threshold of US $500 million is not achieved by December 31, 2015, NXT has the option to either redeem any remaining unconverted Preferred shares for a price of $0.001 per share and forfeit its rights to the SFD® technology, or elect to retain the ownership of the SFD® technology by converting all of the remaining Preferred shares into NXT common shares.

An additional 1,000,000 NXT common shares are issuable to Mr. Liszicasz in the event that cumulative revenues exceed US $500 million by December 31, 2015.

As of June 30, 2015, cumulative revenues earned by NXT were US $29.5 million.

The Board of Directors had the right to cause the conversion of all or any portion of the outstanding Preferred shares, and elected to do so effective August 31, 2015, to allow NXT to retain its rights to the SFD technology.

Also, in January 2014, Mr. Liszicasz personally granted (to a total of 17 persons, including NXT employees, directors, officers, advisors and others) “Rights” to acquire a total of 1 million of the common shares which are now being issued to him upon conversion of the 8 million Preferred Shares. Each of these Rights were subject to certain vesting provisions and will entitle the holder to acquire from Mr. Liszicasz one common share of NXT at a fixed exercise price of $1.77 per share and will expire on December 31, 2015.

 

Item 5.2           Disclosure of Restructuring Transactions

 

            Not applicable.

 

Item 6              Reliance on subsection 7.1(2) of National Instrument 51-102

 

Not applicable.

 

Item 7              Omitted Information

 

Not applicable.

 

Item 8              Executive Officer

 

Greg Leavens, Vice President Finance and Chief Financial Officer of NXT, is knowledgeable about the material change described herein and may be reached at (403) 206-0805

 

Item 9              Date of Report

 

            September 1, 2015

 

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