Hydrogen Corp - Current report filing (8-K)
25 September 2008 - 7:00AM
Edgar (US Regulatory)
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): September 22,
2008
____________________
HYDROGEN
CORPORATION
(Name
of Small Business Issuer in Its Charter)
____________________
|
Nevada
(State
or other jurisdiction of incorporation or
organization)
|
0-32065
Commission
file number
|
86-0965692
(IRS
Employer Identification
No.)
|
10
East 40th Street, Suite 3405
New
York, New York 10016
(Address
of principal executive offices)
(212)
672-0380
(Registrant’s
telephone number)
_________________________
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))
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|
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
As
previously reported, 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 pursuant to which
the Company has guaranteed all of the obligations of HydroGen, L.L.C. under
the
Loan and Security Agreement and a Membership Interest Pledge Agreement pursuant
to which the Company has pledged one hundred percent (100%) of its membership
interest in HydroGen, L.L.C.
On
September 22, 2008, the Company, HydroGen, L.L.C., the Lenders and the Agent
entered into the First Amendment to the Loan and Security Agreement (the
“Amendment”) which clarifies
that
on
the day following the occurrence and continuation of an Event of Default (as
defined in the Loan and Security Agreement) that is neither cured nor waived
by
the Lenders within the applicable cure period, the Company shall issue a warrant
to each of the Lenders to purchase up to 870,000 shares of common stock of
the
Company at a price equal to $0.01 per share (the “Default Warrants”). This
Amendment also reduces the
number of shares of common stock of the
Company into which each of the Default Warrants is exercisable from 1,000,000
shares to 870,000 shares.
The
foregoing description of the Amendment does not purport to be complete and
is
qualified in its entirety by reference to the Amendment, a copy of which is
attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
(d)
Exhibits.
|
10.1
|
First Amendment to Loan and Security
Agreement
dated as of September 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.
|
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, thereunto
duly authorized.
|
Dated:
September 24, 2008
|
HYDROGEN
CORPORATION
By:
/s/ Joshua Tosteson
______________________________
Name:
Joshua
Tosteson
Title:
President
|
EXHIBIT
INDEX
|
10.1
|
First Amendment to Loan and Security
Agreement
dated as of September 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.
|
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