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): March 30, 2016

QUEST RESOURCE HOLDING CORPORATION
(Exact Name of Registrant as Specified in Charter)

 
					
Nevada	 	001-36451	 	51-0665952	
(State or Other Jurisdiction
of Incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	
		
3481 Plano Parkway
The Colony, Texas	 	75056	
(Address of Principal Executive Offices)	 	(Zip Code)	
Registrant’s telephone number, including area code: (972) 464-0004

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:
 
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)	

 

Item 7.01.	Regulation FD Disclosure.	
On March 30, 2016, we issued a press release announcing the closing of our underwritten public offering, or the Offering, of 6,890,000 shares of our common stock, together with warrants to purchase 3,445,000 shares of our common stock, at a price per share and warrant of $0.485. The warrants may be exercised for a period of five years at an initial exercise price of $0.485 per share. We have also granted to the underwriters a 30-day option to acquire up to 1,033,500 additional shares of common stock and/or additional warrants to purchase up to 516,750 shares of common stock solely to cover over-allotments. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
The matters set forth in this Item 7.01 and in Exhibit 99.1, including statements regarding the expected net proceeds from the Offering and the expected use thereof following the closing of the Offering, are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the risks and uncertainties associated with market conditions, risks and uncertainties associated with our business and finances in general, and other risks detailed in our prospectus supplement and the accompanying prospectus filed with the Securities and Exchange Commission on March 24, 2016, our annual report on Form 10-K for the fiscal year ended December 31, 2015, and other filings with the Securities and Exchange Commission. These forward-looking statements are based on current information that may change and you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. All forward-looking statements are qualified in their entirety by this cautionary statement, and we undertake no obligation to revise or update any forward-looking statement to reflect events or circumstances after the date of this report.
 
Item 9.01.	Financial Statements and Exhibits.	
 
 	(d)	Exhibits.	

Exhibit
Number	  	Description	
		
99.1	  	Press Release of Quest Resource Holding Corporation, dated March 30, 2016, entitled “Quest Resource Holding Corporation Closes $3.34 Million Underwritten Public Offering of Common Stock and Warrants”	

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.

Date: March 30, 2016	 	QUEST RESOURCE HOLDING CORPORATION	
			
	 	By:	 	/s/ Laurie L. Latham	
	 	Name:	 	Laurie L. Latham	
	 	Title:	 	Senior Vice President and Chief Financial Officer	

EXHIBIT INDEX

Exhibit
Number	  	Description	
		
99.1    	  	Press Release of Quest Resource Holding Corporation, dated March 30, 2016, entitled “Quest Resource Holding Corporation Closes $3.34 Million Underwritten Public Offering of Common Stock and Warrants”	

Exhibit 99.1

Quest Resource Holding Corporation Closes $3.34 Million Underwritten Public
Offering of Common Stock and Warrants
The Colony, Texas – March 30, 2016 – Quest Resource Holding Corporation (NASDAQ: QRHC) (“Quest”) announced today the closing of its previously announced $3,341,650 underwritten public offering, consisting of 6,890,000 shares of common stock, together with warrants to purchase 3,445,000 shares of its common stock, at a price per share and warrant of $0.485. The warrants may be exercised for a period of five years at an initial exercise price of $0.485 per share. Quest has also granted to the underwriters a 30-day option to acquire up to 1,033,500 additional shares of common stock and/or additional warrants to purchase up to 516,750 shares of common stock solely to cover over-allotments.
After deducting the underwriting discounts and commissions and estimated expenses, Quest’s net proceeds from this offering are expected to be approximately $2.9 million, assuming no exercise of the over-allotment option. Quest intends to use the net proceeds from this offering for general corporate purposes.
Roth Capital Partners acted as the sole manager in the offering.
A shelf registration statement on Form S-3 relating to the public offering of the shares of common stock and warrants described above was filed with, and declared effective by, the U.S. Securities and Exchange Commission (“SEC”). Preliminary and final prospectus supplements and the accompanying prospectus relating to the offering have been filed with the SEC and are available on the SEC’s website located at www.sec.gov . Electronic copies of the final prospectus supplement and accompanying prospectus may also be obtained from Roth Capital Partners, LLC, 888 San Clemente Drive, Newport Beach, CA 92660 or via telephone at (949) 720-7194.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Quest Resource Holding Corporation
Quest provides businesses with one-stop management programs to reuse, recycle, and dispose of a wide variety of waste streams and recyclables generated by their businesses. Quest’s comprehensive reuse, recycling, and proper disposal management programs are designed to enable regional and national customers to have a single point of contact for managing a variety of waste streams and recyclables. Quest also operates environmentally based social media and online data platforms that contain information and instructions necessary to empower consumers and consumer product companies to recycle or properly dispose of household products and materials. Quest’s directory of local recycling and proper disposal options empowers consumers directly and enables consumer product companies to empower their customers by giving them the guidance necessary for the proper recycling

or disposal of a wide range of household products and materials, including the “why, where, and how” of recycling.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which provides a “safe harbor” for such statements in certain circumstances. The forward-looking statements include statements or expectations regarding the expected net proceeds from the offering and the expected use thereof following the closing of the offering. These statements are based on Quest’s current expectations, estimates, projections, beliefs, and assumptions. Such statements involve significant risks and uncertainties. Actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors, including, but not limited to, the risks and uncertainties associated with market conditions, risk and uncertainties associated with Quest’s business and finances in general, and other factors discussed in greater detail in Quest’s filings with the SEC, including its prospectus supplement and the accompanying prospectus filed with the SEC on March 24, 2016 and its Annual Report on Form 10-K for the year ended December 31, 2015. You are cautioned not to place undue reliance on such statements and to consult Quest’s SEC filings for additional risks and uncertainties that may apply to Quest’s business and the ownership of its securities. Quest’s forward-looking statements are presented as of the date made, and Quest disclaims any duty to update such statements unless required by law to do so.