Attached files
file | filename |
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EX-1.3 - ENER1 INC | v195981_ex1-3.htm |
EX-1.2 - ENER1 INC | v195981_ex1-2.htm |
EX-1.4 - ENER1 INC | v195981_ex1-4.htm |
EX-1.1 - ENER1 INC | v195981_ex1-1.htm |
EX-99.1 - ENER1 INC | v195981_ex99-1.htm |
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 (Date of Earliest Event Reported):
|
September
2, 2010
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Ener1,
Inc.
(Exact
name of registrant as specified in its charter)
Florida
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001-34050
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59-2479377
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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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||
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||||
1540
Broadway, Suite 25C, New York,
New
York
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10036
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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:
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212
920-3500
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Not
Applicable
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:
¨ 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
September 2, 2010, Ener1, Inc. (the “Company”) entered into a Securities
Purchase Agreement (the “Purchase Agreement”) with funds managed by Goldman
Sachs Asset Management, L.P. and certain other investors (collectively, the
“Investors”), pursuant to which the Company agreed to sell to the Investors an
aggregate of $55,000,000 of senior unsecured notes (the “Notes”), 960,926 shares
of the Company’s common stock (the “Common Stock”) and warrants exercisable for
2,882,776 shares of common stock (the “Warrants”), for the aggregate
consideration of $55,000,000. The Notes are being issued pursuant to a private
placement under Section 4(2) of the Securities Act of 1933, as
amended.
Each Note
will accrue interest at a rate of 8.25% per annum, and will amortize at a rate
of one-tenth of its face amount on a quarterly basis, with the first
amortization payment due on January 1, 2011. An amount equal to the first two
amortization payments will be deposited into a blocked account to secure such
amortization payments. Each Note may, at the Company’s election, be repaid in
cash or Common Stock, or any combination thereof, provided that stock payments
will be valued at 91.75% of the then current market price of the Common Stock,
and provided further that the Company must meet certain equity conditions before
it is permitted to pay the Notes in Common Stock, including having an effective
registration statement covering the resale of the Common Stock to be issued as
payment of the Note. Upon the effectiveness of such registration statement (as
further described below), any funds remaining in the blocked account will be
released to the Company. If an amortization payment consists of more than 50%
cash, the amount in excess of 50% will be paid together with a premium of 15% of
such amount. The Notes are subject to customary covenants, including covenants
pertaining to cash maintenance and certain restrictions on the repayment of
indebtedness. The Notes mature on March 1, 2013; however, the Investors may
accelerate all amounts due under the Notes upon an event of default, change of
control or certain other major corporate transactions.
The
Warrants have a term of five years, an exercise price of $3.82 per share,
customary anti-dilution adjustments, and are redeemable at the option of the
holder if a fundamental change (as defined in the Warrants) occurs. The Common
Stock and the Warrants are being issued pursuant to an existing shelf
registration statement.
The
Company will be required to register for resale the maximum number of shares of
Common Stock that it is able to issue in repayment of the Notes pursuant to a
registration rights agreement (the “Registration Rights Agreement”). Under the
Registration Rights Agreement, the Company is required to file a registration
statement covering the resale of the maximum number of shares of Common Stock
that it is able to issue in repayment of the Notes within 60 business days after
the closing, and to have such registration statement declared effective by the
SEC within 90 days after the closing (120 days if such registration statement is
subject to a full review by the SEC). If the Company does not meet these
deadlines, the Company may have to pay the liquidated damages specified in the
Registration Rights Agreement. The above description of the Purchase Agreement,
the Notes, the Warrants and the Registration Rights Agreement, and the
transactions contemplated thereby, is not intended to be complete and is
qualified in its entirety by the full text of such documents, all of which are
attached as exhibits to this filing and are incorporated herein by
reference.
Item
7.01 Regulation FD Disclosure.
On
September 3, 2010, the Company intends to issue a press release entitled “Ener1
Announces $65 Million Capital Raise.” The press release is
attached hereto as Exhibit 99.1 and incorporated by reference
herein.
This
information is furnished pursuant to Item 7.01 of Form 8-K and shall not be
deemed to be “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to liability under that section,
nor shall it be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing. By filing this report on Form 8-K and
furnishing this information, the Company makes no admission as to the
materiality of any information in this report that is required to be disclosed
solely by reason of Regulation FD.
Item
9.01 Financial Statements and Exhibits.
Exhibit
1.1 Securities Purchase Agreement, dated as of September 2, 2010, by and between
Ener1 and the investors party thereto.
Exhibit
1.2 Form of Note.
Exhibit
1.3 Form of Warrant.
Exhibit
1.4 Registration Rights Agreement, dated as of September 2, 2010, by and between
Ener1 and the investors party thereto.
Exhibit
99.1 Press release dated September 3, 2010.
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.
Ener1,
Inc.
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|||
September
3, 2010
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By:
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/s/
Gerard A. Herlihy
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Name:
Gerard A. Herlihy
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|||
Title:
Chief Financial
Officer
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Exhibit Index
Exhibit
No.
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Description
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1.1
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Securities
Purchase Agreement, dated as of September 2, 2010, by and between Ener1
and the investors party thereto.
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1.2
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Form
of Note.
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1.3
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Form
of Warrant.
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1.4
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Registration
Rights Agreement, dated as of September 2, 2010, by and between Ener1 and
the investors party thereto.
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99.1
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Press
Release dated September 3,
2010.
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