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 REPORT (DATE OF EARLIEST EVENT REPORTED):   April 9, 2008

 

 

APOGEE TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-10456

 

04-3005815

(State or other jurisdiction of
incorporation or organization)

 

(Commission
File Number)

 

(IRS employer
identification no.)

 

129 Morgan Drive
Norwood, Massachusetts 02062
(781) 551-9450
(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

 

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):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

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))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 


 

 

ITEM 1.01       ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

 

On April 9, 2008, Apogee Technology, Inc. (the “Company”) sold 164,000 shares of its common stock to accredited investors at a price of $1.00 per share.  The aggregate gross proceeds to Company, before fees and expenses, was $164,000, which the Company will use for general working capital and corporate purposes.  The Company may pay up to 7% of the offering proceeds for consulting services rendered in connection with the private placement.

 

The shares of the Company’s common stock were issued and sold in this private placement in reliance on an exemption from registration provided by Section 4(2) of Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. The shares of the common stock issued in this private placement will not be registered under the Securities Act of 1933 and may not be subsequently offered or sold by the investors in the United States absent registration or an applicable exemption from the registration requirements.

 

ITEM 3.02       UNREGISTERED SALES OF EQUITY SECURITIES

 

The information required by this Item 3.02 is set forth in Item 1.01 above, which is incorporated herein by reference.

 

 

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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 hereunto duly authorized.

 

 

APOGEE TECHNOLOGY, INC.

 

 

 

Dated:  April 10, 2008

By:

/s/ Herbert M. Stein

 

 

Herbert M. Stein

 

 

President, Chief Executive Officer and

Chairman of the Board

 

 

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