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UNITED STATES
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: March 28, 2010
(Date of earliest event reported)
AMERILITHIUM CORP.
(Exact name of registrant as specified in its charter)
Nevada 333-155059 61-1604254
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Suite 100
297 Kingsbury Grade
Lake Tahoe, NV 89449-4470
(Address of principal executive offices (zip code)
775-996-2210
(Registrant's telephone number, including area code)
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))
2
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 28, 2010, the registrant entered into a financing agreement
with Sunrise Energy Investment Ltd. The registrant will sell up to
$10,000,000 of its common stock. The common stock will also have an
attached warrant to purchase future shares for $1.60.
Advances. The registrant may issue and sell to the investor, and the
investor shall purchase from the registrant, shares of the registrant's
common stock by the delivery, in the registrant's sole discretion, of
drawdown notices. The number of shares of common stock that the
investor shall purchase pursuant to each advance shall be determined by
dividing the amount of the advance by the purchase price. No
fractional shares shall be issued. Fractional shares shall be rounded
to the next higher whole number of shares. The aggregate maximum
amount of all advances that the Investor shall be obligated to make
under the agreement shall not exceed the commitment amount.
For each share of the registrant's common stock, the investor shall
receive one warrant.
The investor shall immediately cease selling any shares within the
drawdown notice if the price falls below a predetermined floor level.
The registrant, in its sole and absolute discretion, may waive its
right with respect to the floor and allow the Investor to sell any
shares below the floor price.
Drawdown Notice. At any time during the commitment period, the
registrant may request the Investor to purchase shares of common stock
by delivering a drawdown notice to the investor, however, the amount
for each advance as designated by the registrant in the applicable
drawdown notice shall not be more than the maximum advance amount and
the aggregate amount of the advances pursuant to this Agreement shall
not exceed the commitment amount. The registrant acknowledges that the
investor may sell shares of the registrant's common stock corresponding
with a particular drawdown notice after the drawdown notice is received
by the investor. There shall be a minimum of five (5) trading days
between each drawdown notice date.
Closings. On each advance date (i) the registrant shall deliver to the
investor such number of shares of the common stock registered in the
name of the investor as shall equal (x) the amount of the advance
specified in such drawdown notice, divided by (y) the purchase price
and (ii) upon receipt of such shares, the investor shall deliver to the
registrant the amount of the advance specified in the drawdown notice
by wire transfer of immediately available funds. In addition, on or
prior to the advance date, each of the registrant and the investor
shall deliver to the other all documents, instruments and writings
required to be delivered by either of them pursuant to this agreement
in order to implement and effect the transactions contemplated
herein. To the extent the registrant has not paid the fees, expenses,
and disbursements of the investor, the amount of such fees, expenses,
and disbursements may be deducted by the investor (and shall be paid to
the relevant party) directly out of the proceeds of the advance with no
reduction in the amount of shares of the registrant's Common Stock to
be delivered on such Advance Date.
Registrant's Obligations Upon Closing. The registrant shall use
commercially reasonable efforts to deliver to the Investor, through the
use of a deposit withdrawal agent commission system from a Deposit
trust registrant method or commonly referred to as "DWAC/DTC" of the
investor's choosing, the shares of common stock applicable to the
advance. In the event that the registrant or its transfer agent is not
participating in the DWAC system or is not eligible to participate, the
registrant will endeavor to participate or become eligible to
participate within a reasonable time from the date hereof.
Notwithstanding, the investor will accept physical certificates
representing the registrant's common stock applicable to any Advance in
the event DWAC/DTC is not available. Any such certificates shall be
free of restrictive legends. Upon receipt, investor will perform a
wire transfer on the same business day provided that the shares have
been received in sufficient time to perform such transfer. In the
event that the investor is no longer able, due to time constraints
beyond his control, to perform a wire on the day of receipt, the wire
will be promptly executed the following business day.
Investor's Obligations Upon Closing. Upon receipt of the shares and
provided the registrant is in compliance with its obligations, the
investor shall deliver to the registrant the amount of the advance
specified in the drawdown notice by wire transfer of immediately
available funds.
Hardship. In the event the investor sells shares of the registrant's
common stock after receipt of an drawdown notice and the registrant
fails to perform its obligations, and specifically the registrant fails
to deliver to the investor on the advance date the shares of common
stock corresponding to the applicable advance, the registrant
acknowledges that the investor shall suffer financial hardship and
therefore shall be liable for any and all losses, commissions, fees,
interest, legal fees or any other financial hardship caused to the
Investor.
The registrant understands that a delay in the delivery of the
securities in the form required pursuant to the agreement beyond the
closing could result in economic loss to the investor. After the
execution date, as compensation to the investor for late issuance of
such shares (delivery of securities after the applicable closing), the
registrant agrees to make payments to the investor in accordance with
the schedule below where the number of days overdue is defined as the
number of business days beyond the close with amount due being
cumulative.
The registrant shall pay any payments incurred in immediately available
funds upon demand. Nothing herein shall limit the right of the
Investor to pursue damages for the registrant's failure to comply with
the issuance and delivery of securities to the Investor.
Payments for Each Number of Days Overdue $10,000 Worth of Common Stock
1 $100
2 $200
3 $300
4 $400
5 $500
6 $600
7 $700
8 $800
9 $900
10 $1000
Over 10 $1000 + $200 for each Business Day beyond the tenth day
Registration S. The registrant shall deliver instructions to its
transfer agent to issue common stock to the Investor pursuant to the
rules and regulations of Regulation S.
Maximum Advance Amount. The amount of an advance requested by the
registrant shall not exceed the maximum advance amount. In addition,
in no event shall the number of shares issuable to the investor
pursuant to an Advance cause the aggregate number of shares of common
stock beneficially owned by the investor and its affiliates to exceed
nine and 9/10 percent (9.9%) of the then outstanding common stock of
the registrant.
Termination.
(a) The obligations of the investor to make advances shall
terminate thirty-six (36) months after the execution date.
(b) The obligation of the investor to make an advance to the
registrant pursuant to the agreement shall terminate permanently
(including with respect to an advance date that has not yet occurred)
in the event that the registrant shall at any time fail materially to
comply with the requirements of Article VI and such failure is not
cured within thirty (30) days after receipt of written notice from the
investor.
On April 8, 2010, the registrant gave the investor a drawdown notice
for an advance of $200,000.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 10.1 - Drawdown Equity Financing Agreement dated March 28, 2010
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.
Dated: April 21, 2010
AMERILITHIUM CORP.
By: /s/Matthew Worrall
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Name: Matthew Worrall
Title: Chief Executive Officer