Attached files
| file | filename |
|---|---|
| EX-10.2 - FORM OF DECEMBER 2009 LOCK-UP AGREEMENT - Helix Wind, Corp. | helix_8k-ex1002.htm |
| EX-10.1 - SETTLEMENT AGREEMENT AND MUTUAL RELEAS - Helix Wind, Corp. | helix_8k-ex1001.htm |
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): December 11,
2009
HELIX WIND,
CORP.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
(State or
Other Jurisdiction of Incorporation)
|
000-52107
(Commission
File Number)
|
20-4069588
(IRS
Employer Identification No.)
|
1848
Commercial Street
San Diego, California
92113
(Address
of Principal Executive Offices, Zip Code)
(877)
246-4354
(Registrant's
Telephone Number, Including Area Code)
___________________________________________________
(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
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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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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o
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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 1.01 Entry into a Material Definitive Agreement
Effective
December 11,
2009, Helix Wind, Corp (the “Company”) entered into a Settlement Agreement and
Mutual Release with Kenneth Morgan relating to the previously announced
complaint filed by Kenneth Morgan against the Company, Ian Gardner and Scott
Weinbrandt, and the cross-compliant filed by the Company against Kenneth
Morgan. The Settlement Agreement provides that in order for the settlement
of the litigation to become effective the Company must pay Kenneth Morgan the
amount of $150,000 within 7 days after completing a capital raise of at least
$2,000,000, or by January 15, 2010. The description of the terms of
the settlement agreement is qualified by reference to the form of the agreement
which is filed as an exhibit to this report and incorporated herein by
reference.
Item
8.01 Other Events
Effective
December 11,
2009, three shareholders of the Company entered into shareholder lock-up
agreements, one of which is an entity owned by the Company’s Chief Executive
Officer and a director, Ian Gardner (the “Gardner Lock-Up Agreement”). The
other two shareholders subject to the lock-up agreements are the Kabir M. Kadre
Trust (the “Kadre Lock-Up Agreement”) and Kenneth Morgan (the “Morgan Lock-Up
Agreement”). The lock up agreements generally prohibit the shareholders
from directly or indirectly offering to sell, granting an option for the
purchase or sale of, transfer, assignment or other disposition of the common
shares of Company stock they control. However, the provisions in the Kadre
Lock-Up Agreement and Morgan Lock-Up Agreement allow for the sale of an
aggregate 105,000 shares per each 90-day period during the period commencing
February 11, 2010 and ending February 10, 2011, and 120,000 shares per each
90-day period commencing February 11, 2011 and ending February 10, 2012. The
Gardner Lock-Up Agreement commences August 10, 2010 due to a previous 18 month
lock up agreement executed in February 2009. The Gardner Lock-Up Agreement
allows for the sale of an aggregate of 105,000 shares can be sold per each
90-day period during the period commencing August 11, 2010 and ending February
10, 2011 and 120,000 shares per each 90-day period commencing February 11, 2011
and ending February 10, 2012.
Each
lock-up agreement is subject to several conditions in order for them to become
effective, including (i) the closing of a capital raise in the minimum amount of
$5,000,000 on or before February 10, 2010, (ii) in the case of the Morgan
Lock-Up Agreement, the execution of the Gardner Lock-Up Agreement; (iii) in the
case of the Gardner Lock-Up Agreement, the execution of the Morgan Lock-Up
Agreement; and (iv) in the case of the Kadre Lock-Up Agreement, the execution of
the Morgan Lock-Up Agreement and Gardner Lock-Up
Agreement. Additionally, the Morgan Lock-Up Agreement is subject to
the Company’s obligation to pay Kenneth Morgan the amount of $150,000 within 7
days after completing a capital raise of at least $2,000,000, or by January 15,
2010, as described in the Settlement Agreement referenced above.
Each
lock-up agreement provides that it shall terminate and have no further force and
effect on the earlier of: (i) the termination of the other lock-up agreements as
described above, (ii) the date that any "person" (as defined in Section 13(d)
and 14(d) of the Securities Exchange Act of 1934) acquires beneficial ownership
of voting securities of the Company, of securities representing more than fifty
percent (50%) of the combined voting power of the Company's then outstanding
securities; (iii) the consummation of a reorganization, merger or
consolidation or sale or other disposition of substantially all of the assets of
the Company unless, in each case, the beneficial owners of outstanding voting
securities of the Company immediately prior to transaction continue to
beneficially own, directly or indirectly, more than fifty percent (50%) of the
combined voting power of the then outstanding voting securities of the Company;
(iv) approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company; or (v) February 11, 2012.
The
description of the terms of the lock up agreements is qualified by reference to
the form of the agreement which is filed as an exhibit to this report and
incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
|
Exhibit
10.1
|
Settlement
Agreement and Mutual Release dated December 11,
2009
|
|
Exhibit
10.2
|
Form
of December 2009 Lock-Up Agreement
|
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.
| HELIX WIND, CORP. | |||
|
|
By:
|
/s/ Ian Gardner | |
| Name: | Ian Gardner | ||
| Title: | Chief Executive Officer | ||
Date: December
13,
2009