Current Report Filing (8-k)
30 January 2018 - 4:41AM
Edgar (US Regulatory)
UNITED
STATES
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): January 19, 2018
PROGREEN
US, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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000-25429
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59-3087128
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(State
or Other Jurisdiction
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(Commission
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(
I.R.S. Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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2667
Camino del Rio South, Suite 312, San Diego, CA
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92108-3763
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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: (619) 487-9585
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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 a Material Definitive Agreement
Convertible
Promissory Note Issued January 19, 2018
Effective
on January 19, 2018, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Lender”),
pursuant to which the Company sold the Lender a convertible note in the amount of $63,000, bearing interest at the rate of 12%
per annum (the “Convertible Note”). The Company paid the Lender $1,500 in reimbursement of Lender’s legal fees
incurred in connection with documenting the loan. The Convertible Note provides the Lender the right, at any time after 180 days
from the Issue Date of the Convertible Note, to convert the outstanding balance (including accrued and unpaid interest) of such
Convertible Note into shares of the Company’s common stock at the Conversion Price equal to 58% multiplied by the Market
Price, defined as the average of the lowest two (2) Trading Prices for the common stock during the fifteen (15) Trading Day period
ending on the latest complete Trading Day prior to the Conversion Date. The Convertible Note is payable, along with interest thereon
on October 30, 2018. In the event that any principal or interest is not timely paid, such amount accrues interest at 22% per annum
until paid in full.
The
Company may repay the Convertible Note (prior to conversion), at 120% of such note (and accrued and unpaid interest thereon) if
the note is repaid during the period beginning on the Issue Date and ending 150 days following the Issue Date; and 125% of such
note (and accrued and unpaid interest thereon) if such note is repaid during the period beginning on the date that is 151 days
from the Issue Date and ending 180 days following the Issue Date. After 180 days have elapsed from the Issue Date the Company
has no right to prepay the Convertible Note.
The
Note provides for customary events of default such as failing to timely make payments under the Note when due, unsatisfied judgments
against the Company, failure to issue conversion shares in a timely manner and failure of the Company to file annual and quarterly
reports with the Securities and Exchange Commission. Upon the occurrence of an event of default, as described in the Convertible
Note, the Note shall become immediately due and payable and the Company is required to pay to the Lender, in full satisfaction
of its obligations hereunder, an amount equal to the greater of (i) 150% times the sum of (w) the then outstanding principal amount
of the Note
plus
(x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment (the
“Mandatory Prepayment Date”) plus (y) Default Interest, if any, (the “Default Sum”) or (ii) the “parity
value” of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of common stock issuable
upon conversion of or otherwise pursuant to such Default Sum, treating the Trading Day immediately preceding the Mandatory Prepayment
Date as the “Conversion Date” for purposes of determining the lowest applicable Conversion Price, unless the Default
Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion Date shall be the
Conversion Date),
multiplied by
(b) the highest Closing Price for the common stock during the period beginning on the date
of first occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date (the “Default Amount”),
and the Lender shall be entitled to exercise all other rights and remedies available at law or in equity. If the Company fails
to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Lender
shall have the right at any time, to require the Company, upon written notice, to immediately issue, in lieu of the Default Amount,
the number of shares of common stock of the Company equal to the Default Amount divided by the Conversion Price then in effect.
THE
DESCRIPTIONS ABOVE OF THE TERMS OF THE SECURITIES PURCHASE AGREEMENT AND CONVERTIBLE NOTE ARE SUMMARIES OF THE TERMS OF THOSE
AGREEMENTS. REFERENCE IS MADE TO COPIES OF THE SECURITIES PURCHASE AGREEMENT AND NOTE ATTACHED TO THIS REPORT AS EXHIBITS FOR
THE COMPLETE TERMS THEREOF, WHICH EXHIBITS ARE INCORPORATED HEREIN BY REFERENCE. ALL CAPITALIZED TERMS IN THE ABOVE DESCRIPTIONS
OF THE SECURITIES PURCHASE AGREEMENT AND NOTE ARE DEFINED IN THE EXIBITS OF THOSE DOCUMENTS FILED HEREWITH IN WHICH SUCH TERMS
ARE USED.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The
information set forth under Item 1.01of this Current Report on Form 8-K is incorporated by reference herein.
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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Principal
Purchaser
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Underwriter
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Total
Offering Price/
Underwriting Discounts
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January
19, 2017
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Convertible
Promissory Note in the principal amount of $63,000 issued to Power Up Lending Group, Ltd.
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Private
Investor
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NA
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$63,000/NA
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(1)
The issuances to lenders and investors are viewed by the Company as exempt from registration under the Securities Act of 1933,
as amended (“Securities Act”), alternatively, as transactions either not involving any public offering, or as exempt
under the provisions of Regulation D promulgated by the SEC under the Securities Act.
Item
9.01 Financial Statements and Exhibits.
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
US, INC.
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Dated:
January 29, 2018
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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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