Current Report Filing (8-k)
05 September 2018 - 7:20AM
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): August 28, 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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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ITEM
1.02. Termination of Material Definitive Agreement.
On
May 30, 2018 the Company entered into a financing commitment agreement with Global Capital Partners Fund Limited (the “Lender”)
for a two-year $5,000,000 financing (the “Loan”) secured by a first mortgage lien on our Cielo Mar property in Baja
California, Mexico. The financing commitment was subject to execution of definitive agreements and fulfillment of the closing
conditions in such agreements. The commitment provided that closing will take place prior to July 15, 2018, unless extended in
writing by the Lender. On July 19, 2018, the Lender unilaterally granted a 60 day extension of the commitment to September 15,
2018.
On
August 28, 2018 we notified the Lender that we have terminated the financing commitment, effective August 31, 2018, due to the
Lender’s acknowledged inability to fulfill its obligations to provide the Loan consistent with the terms of the commitment.
We
have now taken up negotiations for an equivalent bridge with a lender that was on the short list before entering into the commitment
with GCP Fund, although there is no assurance that we will be able to arrange this financing. If we do not secure this or a similar
bridge financing, this would have a significant adverse effect on our operations in Baja
California and on the development of the Cielo Mar Project.
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:
September 4, 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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