Attached files
| file | filename |
|---|---|
| EX-10.6A - Progreen US, Inc. | v168404_ex10-6a.htm |
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): December 1, 2009
PROGREEN
PROPERTIES, INC.
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware
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000-25429
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59-3087128
|
|
(State
or Other Jurisdiction
|
(Commission
|
(
I.R.S. Employer
|
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
|
|
380
North Old Woodward Ave., Suite 300, Birmingham, MI
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48009
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|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (248) 530-0725
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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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.
Amendment to EIG Venture
Capital Subscription Agreement
On July
22, 2009, we entered into a Subscription Agreement (the “Agreement”) with EIG
Venture Capital, Ltd. (“EIG”), an investment fund controlled by Jan Telander,
our Chief Executive Officer and controlling stockholder, for the sale by the
Company to EIG of an aggregate of 97,751,710 shares of the Company’s
Common Stock, par value $0.0001 per share (the “Common Stock”), at a fixed price
of $0.01023 per share, in three tranches: (1) the Phase I tranche consisted of
5,767,350 shares of Common Stock for a total purchase price of $59,000, to be
purchased by EIG on or before July 16, 2009; (2) the Phase II
tranche consists of 43,108,504 shares of Common Stock for a total
purchase price of $441,000, to be purchased by EIG on or before December 31,
2009; and the Phase III tranche consists of 48,875,855 shares of Common Stock
for a total purchase price of $500,000 to be purchased by EIG on or before July
16, 2010. The shares compromising each of the tranches in Phases I through III
may be purchased in one or more installments by EIG; provided, that the number
of shares required to be purchased in each tranche is purchased in its entirety
by the final purchase date specified for the entire tranche.
EIG has
completed its purchase of the first tranche of 5,767,350 shares and of 4,985,337
shares of the subscription amount for the second tranche.
On
December 1, 2009, the Company entered into an Amendment to the Subscription
Agreement with EIG. The amendment provides that, in the event EIG does not
complete payment of the full Phase II or Phase III purchase price for the shares
of Common Stock required to be purchased within the time period provided in the
Agreement for the particular Phase, as an additional purchase price for the
shares to be purchased in that particular Phase, EIG shall pay interest at the
rate of 13.5% per annum on the unpaid balance as of the final purchase
date from that date to the date the shares are purchased.
Item
9.01. Financial Statements
and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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|
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10.6a
|
Amendment No. 1, dated December 1, 2009, to
Subscription Agreement, dated July 22, 2009, between the Company and EIG Venture Capital,
Ltd.
|
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.
| PROGREEN PROPERTIES, INC. | |||
|
Dated: December
7, 2009
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By:
|
/s/ Jan Telander | |
| Jan Telander, Chief Executive Officer | |||
EXHIBIT
INDEX
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Exhibit No.
|
Description
|
|
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10.6a
|
Amendment No. 1, dated December 1, 2009, to
Subscription Agreement, dated July 22, 2009, between the Company and EIG Venture Capital,
Ltd.
|