Current Report Filing (8-k)
28 June 2016 - 7:11AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): June 23, 2016
PROGREEN
PR5OPERTIES, INC.
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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000-25429
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59-3087128
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(
I.R.S. Employer
Identification No.)
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6443
Inkster Road, Suite 170-D, Bloomfield Township, MI
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48301
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (248) 973-8851
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 the registrant
under any of the following provisions (see General Instruction A.2. below):
☐
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
1.01. Entry into Material Definitive Agreement
On
June 23, 2016, the Company entered into $5,000,000 equity line financing agreement (“Investment Agreement”) with
Tangiers Global, LLC (“Tangiers”), Dorado, Puerto Rico
.
The financing is over a maximum of 36 months. A
maximum of 100 million (100,000,000) shares of our common stock will be registered for this financing. Under the Investment
Agreement and the registration rights agreement for this financing, we are required to file a registration
statement (“Registration Statement”) under the Securities Act of 1933, as amended, and to make any required
filings under applicable state securities laws to register the shares of our common stock to be purchased by Tangiers
pursuant to the Investment Agreement. We are required to use our best efforts to file the Registration Statement within 30
days of the date the Investment Agreement is executed, and expect that the Registration Statement will be filed in July 2016,
following the filing of the Company’s 2016 Annual Report on Form 10-K.
Subject
to the terms and conditions of the equity line documents, from time to time, the Company may, in its sole discretion,
deliver a put notice to Tangiers which states the number of shares that the Company intends to sell to Tangiers on a closing
date, the maximum number of shares in a put notice being 100%
of the average of the daily trading volume of our common stock for the ten consecutive trading days immediately prior to the
applicable put notice date. The closing of a put, when we receive payment for the shares specified in the put notice, would
occur upon the first trading day following the completion of the valuation period under the Investment Agreement (the period
of five trading days immediately following the receipt of the applicable put notice during which the purchase price per share
is determined by reference to 89% of average of the five lowest daily trading prices of the common stock during the valuation
period).
We
have issued to the Tangiers in connection with the execution of the Investment Agreement a commitment fee of a five-year warrant
to purchase 4,000,000 shares of common stock, at an exercise price of $.02 per share, and Tangiers has provided financing to us
for our legal costs in connection with the filing of the Registration Statement through a one-year $22,000 convertible debenture,
due June 23, 2017, convertible into our common stock at a conversion price of $.03 per share.
The
foregoing descriptions of the INVESTMENT AGREEMENT, registration rights agreement, common stock purchase warrant and Convertible
debenture, and do not purport to be complete and are qualified in their entirety by reference to the respective agreements, which
are filed as Exhibits 10.34 through 10.37 to this Current Report on Form 8-K and are incorporated herein by reference.
Item
3.02. Unregistered Sale of Equity Securities.
The
following table sets forth the sales of unregistered securities since the Company’s last report filed under this item.
Date
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Title and Amount(1)
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Purchaser
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Principal
Underwriter
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Total Offering Price/ Underwriting Discounts
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June 23, 2016
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Issuance in connection with the Investment Agreement between the Company and Tangiers Global, LLC, dated June 23, 2016, of five-year common stock purchase warrant to purchase 4,000,000 shares of common stock of the Company at an exercise price of $.02 per share.
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Tangiers Global, LLC
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NA
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$
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-0-/NA
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June 23, 2016
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Issuance in connection with the referenced Investment Agreement of a one-year 5.83% Convertible Debenture in the principal amount of $22,000, convertible into common stock of the Company at a conversion price of $.03 per share.
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Tangiers Global, LLC
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NA
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$
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22,000/NA
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ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Number
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Description of Exhibit
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10.34
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Investment Agreement, dated June 23, 2016, between the Company and Tangiers Global, LLC.
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10.35
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Registration Rights Agreement, dated June 23, 2016, between the Company and Tangiers Global, LLC.
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10.36
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Common Stock Purchase Warrant, dated June 23, 2016, between the Company and Tangiers Global, LLC.
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10.37
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Form of $22,000 Convertible Debenture issued to Tangiers
Global, LLC June 23, 2016.
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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.
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PROGREEN
PROPERTIES, INC.
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Dated: June
27, 2016
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By:
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/s/
Jan Telander
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Jan
Telander, Chief Executive Officer
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