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): November 14, 2014
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PROFIRE ENERGY, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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001-36378
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20-0019425
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(State or other jurisdiction of incorporation)
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Commission
File Number)
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(IRS Employer
Identification No.)
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321 South 1250 West, Suite 1, Lindon, Utah
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(Address of principal executive offices)
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84042
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(Zip code)
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(801) 796-5127
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(Registrant’s telephone number, including area code)
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N/A
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(Former name or former address, if changed since last report.)
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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)
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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))
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Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth in Item 8.01 below is incorporated herein by reference. As part of the consideration paid in the Acquisition (as defined below), Profire Energy, Inc. (the “Company”) issued to VIM Injection Management (“VIM”), an oilfield chemical-injection technology company based in Alberta, Canada, 265,958 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company, for an aggregate price of $1.0 million. The issuance of the Shares is exempt from the registration provisions of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act.
Item 8.01 Other Events.
On November 14, 2014, the Company entered into an asset purchase agreement in which it acquired (the “Acquisition”) through an indirect subsidiary the assets of VIM. The Company paid a total purchase price of $1.75 million, comprised of $1.0 million through the issuance of the Shares, and $0.75 million in cash.
A copy of the press release announcing the Acquisition is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Description
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99.1
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Press release dated November 18, 2014
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SIGNATURE
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.
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PROFIRE ENERGY, INC.
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Date: November 18, 2014
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By:
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/s/ Brenton W. Hatch
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Brenton W. Hatch
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Chief Executive Officer
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EXHIBIT INDEX
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Exhibit Number
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Description
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99.1
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Press release dated November 18, 2014
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