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Re: powerbattles post# 298

Wednesday, 12/17/2014 9:14:59 AM

Wednesday, December 17, 2014 9:14:59 AM

Post# of 1600
8K out PMFI
http://ih.advfn.com/p.php?pid=nmona&article=64827936&symbol=PMFI
Item 8.01.
Other Events

On December 1, 2014, Probe Manufacturing, Inc., (the “Company”) entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with multiple investors (collectively, the "Investors") relating to the issuance and sale of the Company's common stock in a private placement. Effective December 1, 2014 (the "Closing Date"), the Company sold an aggregate of 2,445,333 shares of common stock (the "Shares") at $0.06 per share, for an aggregate purchase price of $146,720. The Company plans to use the net proceeds from the sale of the Shares for sales and marketing, research and development, and general corporate purposes. A copy of the form of Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Shares will be issued in reliance upon the exemptions from registration under the Securities Act of 1933, as amended, provided by Section 4(2) and Rule 506 of Regulation D promulgated thereunder. The Shares will be issued directly by the Company and do not involve a public offering or general solicitation. The Investors in the private placement are "Accredited Investors" as that term is defined in Rule 501 of Regulation D and are acquiring the Shares for investment only and not with a present view toward, or for resale in connection with, the public sale or distribution thereof.



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