Attached files
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| EX-4.1 - Plastinum Polymer Technologies Corp. | v171926_ex4-1.htm |
| EX-10.1 - Plastinum Polymer Technologies Corp. | v171926_ex10-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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, 2010
PLASTINUM
POLYMER TECHNOLOGIES CORP.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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0-52128
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20-4255141
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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10100
Santa Monica Blvd., Suite 300
Los
Angeles, CA 90067
(Address
of Principal Executive Offices) (Zip Code)
Registrant's
telephone number, including area code: (310) 651-9972
(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 a Material Definitive Agreement.
On
January 19, 2010, Plastinum Polymer Technologies Corp. (the “Company”) entered
into a Securities Purchase Agreement (the “Purchase Agreement”) with Richard von
Tscharner (the “Investor”) pursuant to which the Company sold and issued to the
Investor (i) a Convertible Promissory Note in the principal amount of $2,172,000
(the “Note”) and (ii) a Warrant to purchase 3,620,000 shares of the Company’s
Common Stock (the “Warrant”).
The Note
accrues interest at a rate of 10% per annum and matures on January 19,
2013. The Note is convertible into shares of the Company’s Common
Stock at an initial conversion price of $0.20 per share or a total of 10,860,000
shares, subject to adjustment as contained in the Note, the form of which is
attached to the Securities Purchase Agreement, a copy of which is attached as
Exhibit 10.1 hereto and incorporated herein by reference in its
entirety.
The
Warrant expires on January 19, 2013. The initial exercise price of
the Warrant is $0.20 per share, subject to adjustment as contained in the
Warrant, the form of which is attached hereto as Exhibit 4.1 and incorporated
herein by reference in its entirety.
Pursuant
to the Purchase Agreement, among other things, (i) the Registrant is obligated
to register for resale under the Securities Act the shares of Common Stock
issuable upon conversion of the Note and exercise of the Warrant by February 1,
2010 and (ii) the Registrant’s obligation to register for resale under the
Securities Act the shares of Common Stock issuable upon conversion of
Convertible Promissory Notes previously purchased by the Investor on June 15,
2009 and September 25, 2009 has been extended to February 1, 2010.
Item
3.03 Material Modification to Rights of Security Holders.
As a
result of the January 19, 2010 issuance of the Note described under Item 1.01
above and pursuant to the terms of the Series B-1 Convertible Preferred Stock,
the conversion price of all outstanding shares of Series B-1 Convertible
Preferred Stock has been reduced to $0.34 per share.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
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Description of Exhibit
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4.1
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Warrant,
issued to Richard von Tscharner by the Registrant, dated January 19,
2010.
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10.1
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Securities
Purchase Agreement between the Registrant and Richard von Tscharner, dated
January 19, 2010.
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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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PLASTINUM
POLYMER TECHNOLOGIES CORP.
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Dated: January
19, 2010
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By:
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/s/ Jacques Mot
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Jacques
Mot
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President
and Chief Executive
Officer
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