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)
August
22, 2008
HYDROGEN
CORPORATION
(Exact
name of registrant as specified in charter)
Nevada
(State
or
other Jurisdiction of Incorporation or Organization)
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
|
0-32065
|
10
East 40
th
Street, Suite 3405
New
York, New York 10016
(Address
of Principal Executive Offices and zip code)
|
86-0965692
|
(212)
672-0380
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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
August
22, 2008 (the “Closing Date”), HydroGen Corporation (the “Company”), HydroGen,
L.L.C., the Company’s wholly-owned subsidiary (“HydroGen, L.L.C.”), Samsung
C&T Corporation (“Samsung”) and Federated Kaufmann Fund, a portfolio of
Federated Equity Funds (“Federated Kaufmann” and, together with Samsung, the
“Lenders”), and Federated Kaufmann, as Agent for the Lenders, entered into a
Loan and Security Agreement (the “Loan and Security Agreement”). In connection
with the Loan and Security Agreement and on the Closing Date, the Company issued
to each Lender a warrant to purchase up to 400,000 shares of common stock of
the
Company (the “Closing Warrants”). Also, in connection with the Loan and Security
Agreement and on the Closing Date, the Company and Federated Kaufmann, as Agent
for the Lenders, entered into a General Continuing Guaranty (the ‘Guaranty”)
pursuant to which the Company has guarantied all of the obligations of HydroGen,
L.L.C. under the Loan and Security Agreement and a Membership Interest Pledge
Agreement (the “Pledge Agreement”) pursuant to which the Company has pledged one
hundred percent (100%) of its membership interest in HydroGen, L.L.C. Set forth
below is a brief description of the material terms of each of the Loan and
Security Agreement, Guaranty, Pledge Agreement and Closing Warrant. The
descriptions below of these agreements are qualified in their entirety by
reference to the full text of the Loan and Security Agreement, Guaranty, Pledge
Agreement, and Closing Warrant, copies of which are attached hereto as Exhibits
10.1, 10.2, 10.3, and 10.4, respectively, and are incorporated by reference
herein.
Loan
and Security Agreement
Pursuant
to the Loan and Security Agreement, each Lender has agreed to loan to HydroGen,
L.L.C. $ 1 million in two equal installments. On the Closing Date, each Lender
provided $500,000, for an aggregate amount of $1 million, to HydroGen, L.L.C.
Also, on the Closing Date, each Lender deposited $500,000, for an aggregate
amount of $1 million, in a segregated account to be released to HydroGen, L.L.C.
upon the satisfaction of the following two conditions: (1) each of the Lenders
has been notified that HydroGen, L.L.C.’s demonstration facility at ASHTA
Chemicals, Inc. has been successfully started up to 10 amps and 5
psig, has completed acid addition, and has achieved stable fuel cell
segment voltages sufficient to initiate increased power level operation, and
(2)
Federated Kaufmann has received either (a) a letter from a financial advisor
to
HydroGen, L.L.C. indicating that one or more persons has indicated a willingness
to close an equity or debt transaction with HydroGen, L.L.C or the Company
on or
prior to December 15, 2008, which will allow the loan to be repaid in full
on or
prior to the Maturity Date (as defined below), or (b) a letter from Samsung
indicating Samsung’s willingness to close an equity transaction with HydroGen,
L.L.C. or the Company on or prior to December 15, 2008 and stating the cash
purchase price it is willing to pay in connection with such transaction in
an
amount equal to or greater than a minimum cash purchase price mutually agreed
upon by Samsung and Federated Kaufmann as an acceptable minimum price. Any
such
letter from Samsung shall not be a binding commitment on the part of Samsung
to
pursue a transaction with the Company or HydroGen, L.L.C. or to pursue a
transaction at any specific transaction price. If HydroGen, L.L.C. is unable
to
meet the two conditions to release the second installment of the loan on or
before September 30, 2008, the amount of the loan proceeds in the segregated
account shall be returned to Samsung and Federated Kaufmann.
The
obligation of HydroGen, L.L.C. to repay the loan is evidenced by separate notes
issued to each of the Lenders (see Exhibit 10.5 hereto). The principal amount
of
the loan and any accrued and unpaid interest shall become due and payable on
December 15, 2008; provided that if on or before December 15, 2008, HydroGen,
L.L.C. has executed a definitive agreement with a third-party to consummate
a
transaction with either HydroGen, L.L.C. or the Company for an amount that
will
result in full repayment of the loan, and such transaction requires shareholder
approval as a closing condition, then said maturity date shall be extended
until
the earlier of (i) February 1, 2009 and (ii) ten (10) days from the date on
which the transaction was put to a vote of shareholders of the Company (the
“Maturity Date”).
Interest
on the unpaid principal balance of the loan shall accrue at a rate equal to
twelve percent (12%) per annum and shall be payable in arrears on October 15,
2008 and on the Maturity Date, or together with any prepayment of the loan.
Following and during the continuation of an Event of Default (as defined in
the
Loan and Security Agreement) and as elected by the Lenders as evidenced by
written notice to HydroGen, L.L.C., interest on the unpaid principal balance
of
the loan (from the date of such notice until such Event of Default has been
cured or waived by the Lenders) shall accrue at a rate equal to eighteen percent
(18%) per annum.
As
collateral security for the payment and performance of HydroGen, L.L.C.’s
obligations under the Loan and Security Agreement, HydroGen, L.L.C. and the
Company grant and convey to the Agent for the benefit of the Lenders a first
priority continuing security interest in and lien upon all now owned and
hereafter acquired property and assets of HydroGen, L.L.C. (with the exception
of certain equipment) and the Company.
The
Loan
and Security Agreement contains customary representations and warranties as
well
as affirmative and negative covenants. The Loan and Security Agreement contains
customary events of default, including, among others, non-payment of principal,
interest or other amounts when due.
On the
day following the occurrence and existence of an Event of Default that is either
not cured by HydroGen, L.L.C. or the Company nor waived by the Lenders
within the applicable cure period, each of Samsung and Federated shall be
granted a warrant immediately exercisable to purchase 1,000,000 shares of the
common stock of the Company at an exercise price of $0.01 per share (each a
“Default Warrant”).
T
he
portion of the Default Warrants not exercised prior to August 22, 2013 shall
be
and become void and of no value and the Default Warrants shall be terminated
and
no longer outstanding on such date.
Guaranty
Pursuant
to the Guaranty, the Company unconditionally, absolutely and irrevocably
guarantees to Agent, for the benefit of the Lenders, the prompt and complete
payment and performance when due of the obligations of HydroGen, L.L.C. under
the Loan and Security Agreement. The Company further agrees to pay any and
all
reasonable expenses (including, without limitation, all reasonable fees and
disbursements of counsel) that may be paid or incurred by Agent in enforcing
any
rights with respect to, or collecting, any or all of the obligations and/or
enforcing any rights with respect to, or collecting against, the Company as
guarantor.
As
collateral security for the prompt satisfaction and performance of the
obligations of the Company, as guarantor, the Company pledges, collaterally
assigns and hypothecates to Agent (for the benefit of the Lenders) a first
priority continuing security interest in and lien upon all of the membership
interests in HydroGen, L.L.C. and other good and valuable collateral set forth
in the Pledge Agreement.
Pledge
Agreement
Pursuant
to the Pledge Agreement, to secure the obligations of the Company under the
Guaranty, the Company pledges, collaterally assigns and conveys, and grants
a
security interest in and lien on, in favor of the Agent for the benefit of
the
Lenders, all of the Company’s right, title and interest in one hundred percent
(100%) of the Company’s membership interest in HydroGen, L.L.C.
Closing
Warrant
On
the
Closing Date, each of the Lenders was issued a Closing Warrant pursuant to
an
exemption under the Securities Act of 1933, as amended, in lieu of registration
with the Securities and Exchange Commission. Pursuant to the Closing Warrant,
200,000 shares of each of the Closing Warrants became immediately exercisable
and the other 200,000 shares underlying each Closing Warrant shall become
exercisable only upon the release of the second installment of the loan (each,
a
“Vesting Date”). The respective exercise price of the shares shall be a per
share exercise price
equal
to
the volume weighted average price per share for the period starting on the
25th
trading day prior to the respective Vesting Date and ending on the 10th trading
day prior to such Vesting Date. T
he
portion of the Closing Warrants not exercised prior to August 22, 2013 shall
be
and become void and of no value and the Closing Warrants shall be terminated
and
no longer outstanding on such date.
If
a
Lender exercises any portion of the Closing Warrant, and thereafter the Company
proposes to file a registration statement under the Securities Act of 1933,
as
amended, with respect to an offering for its own account of any class of
its
equity securities (other than a registration statement on Form S-8 (or any
successor form) or any other registration statement relating solely to employee
benefit plans or filed in connection with an exchange offer, then the Company
shall include in such registration statement that number of shares underlying
the Closing Warrant requested by each Lender.
Item
2.03.
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
material terms and conditions of the Loan and Security Agreement, Guaranty,
Pledge Agreement, and Closing Warrant are set forth in Item 1.01 of this Current
Report on Form 8-K and are incorporated by reference into this Item
2.03.
Item
3.02.
Unregistered
Sales of Equity Securities.
The
material terms and conditions of the Closing Warrant are set forth in Item
1.01
of this Current Report on Form 8-K and are incorporated by reference into this
Item 3.02.
On
August
28, 2008, the Company issued a press release announcing that it had entered
into
the Loan and Security Agreement and provided an operational update. A copy
of
the press release is attached hereto as Exhibit 99.1 to this Current Report
and
is incorporated by reference herein.
The
information in this Item 8.01, including that incorporated herein by
reference, is being furnished and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section.
Item
9.01.
Financial
Statements and Exhibits.
|
Exhibit
No.
|
|
Description
|
|
10.1
|
|
Loan
and Security Agreement, dated as of August 22, 2008, by and among
HydroGen, L.L.C., HydroGen Corporation, Federated Kaufmann Fund,
a
portfolio of Federated Equity Funds, as Agent, Samsung C&T
Corporation, and Federated Kaufmann Fund.
|
|
10.2
|
|
General
Continuing Guaranty, dated as of August 22, 2008, by and between
Federated
Kaufmann Fund, a portfolio of Federated Equity Funds, as Agent, and
HydroGen Corporation.
|
|
10.3
|
|
Membership
Interest Pledge Agreement, dated as of August 22, 2008, by and between
Federated Kaufmann Fund, a portfolio of Federated Equity Funds, as
Agent,
and HydroGen Corporation.
|
|
10.4
|
|
Form
of Warrant issued to Samsung C&T Corporation and Federated Kaufmann
Fund.
|
|
10.5
|
|
Form
of Secured Term Loan Note issued to Samsung C&T Corporation and
Federated Kaufmann Fund.
|
|
99.1
|
|
Press
release of HydroGen Corporation dated August 28,
2008.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
|
Date:
August 28, 2008
|
HYDROGEN
CORPORATION
|
|
|
|
|
|
|
By:
|
/s/
Joshua Tosteson
|
|
|
Name:
|
Joshua
Tosteson
|
|
|
Title:
|
President
|
EXHIBIT
INDEX
|
Exhibit
No.
|
|
Description
|
|
10.1
|
|
Loan
and Security Agreement, dated as of August 22, 2008, by and among
HydroGen, L.L.C., HydroGen Corporation, Federated Kaufmann Fund,
a
portfolio of Federated Equity Funds, as Agent, Samsung C&T
Corporation, and Federated Kaufmann Fund.
|
|
10.2
|
|
General
Continuing Guaranty, dated as of August 22, 2008, by and between
Federated
Kaufmann Fund, a portfolio of Federated Equity Funds, as Agent, and
HydroGen Corporation.
|
|
10.3
|
|
Membership
Interest Pledge Agreement, dated as of August 22, 2008, by and between
Federated Kaufmann Fund, a portfolio of Federated Equity Funds, as
Agent,
and HydroGen Corporation.
|
|
10.4
|
|
Form
of Warrant issued to Samsung C&T Corporation and Federated Kaufmann
Fund.
|
|
10.5
|
|
Form
of Secured Term Loan Note issued to Samsung C&T Corporation and
Federated Kaufmann Fund.
|
|
99.1
|
|
Press
release of HydroGen Corporation dated August 28,
2008.
|
Hydrogen Corp (MM) (NASDAQ:HYDG)
Historical Stock Chart
From May 2024 to Jun 2024
Hydrogen Corp (MM) (NASDAQ:HYDG)
Historical Stock Chart
From Jun 2023 to Jun 2024
