Attached files
| file | filename |
|---|---|
| EX-4.2 - COLOMBIA ENERGY RESOURCES, INC. | v205945_ex4-2.htm |
| EX-4.1 - COLOMBIA ENERGY RESOURCES, INC. | v205945_ex4-1.htm |
| EX-10.1 - COLOMBIA ENERGY RESOURCES, INC. | v205945_ex10-1.htm |
| EX-10.3 - COLOMBIA ENERGY RESOURCES, INC. | v205945_ex10-3.htm |
| EX-10.2 - COLOMBIA ENERGY RESOURCES, INC. | v205945_ex10-2.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): December 10, 2010
COLOMBIA
CLEAN POWER & FUELS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-32735
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87-0567033
|
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer
|
|
incorporation)
|
Identification
No.)
|
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4265
San Felipe Street, Suite 1100, Houston, Texas
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77027
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|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (832) 327-7417
N/A
(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:
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
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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))
|
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¨
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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
The information set forth under Item
2.01 of this Current Report on Form 8-K is hereby incorporated by reference into
this Item 1.01.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
As previously disclosed, Colombia Clean
Power & Fuels, Inc., a Nevada corporation (the “Company”), commenced a
private placement to a limited number of accredited investors (collectively, the
“Investors”) of up to a maximum of $2,500,000 in aggregate principal amount of
its 10% Secured Convertible Notes due June 30, 2012 (collectively, the “Notes”)
and five-year warrants (the “Warrants”) to purchase in aggregate up to 1,000,000
shares of the Company’s common stock, par value $0.001 (the “Common Stock”) at
an exercise price of $0.01 per share. Pursuant to the Subscription
Agreement (the “Subscription Agreement”) between the Company and the Investors,
for every $250,000 of principal amount of Notes purchased, the Investors are
entitled to receive Warrants to purchase 100,000 shares of Common
Stock. The Company previously disclosed the terms of its private
placement in its Current Report on Form 8-K, filed with the Securities and
Exchange Commission in its Current Report on Form 8-K, filed on October 6, 2010,
the terms of which are incorporated by reference herein.
On or before October 29, 2010, the
Company received the written consents of the holders of the then outstanding
Notes to increase the size of the offering to a maximum of $4,000,000
aggregate principal amount of Notes and Warrants to purchase up to 1,600,000
shares of Common Stock. Thereafter, on December 10, 2010, the Company
received additional written consents to further increase the size of the
offering to a maximum of $8,000,000 aggregate principal amount of Notes and
Warrants to purchase up to 3,200,000 shares of Common Stock. The
Subscription Agreement, Notes, Warrants and the Pledge and Collateral Agency
Agreement (the “Pledge Agreement”) were revised to reflect the increase in the
size of the offering.
On December 10, 2010, and December 17,
2010, the Company completed closings of the offering. In these
closings, the Company issued Notes in the aggregate principal amount of
$4,410,000 and Warrants to purchase an aggregate of 1,764,000 shares of Common
Stock. In this offering, the Company had previously issued Notes in
the aggregate principal amount of $3,365,000 and Warrants to purchase an
aggregate of 1,346,000 shares of Common Stock.
In connection with their investment in
the Company, and pursuant to letter agreements (collectively, the “Letter
Agreements”) dated December 3, 2010, and released from escrow on
December 10, 2010, each of Steelhead Navigator Master, L.P. (“Steelhead”) and
Pinnacle Family Office Investments, L.P. (“Pinnacle”), the two largest investors
in the offering, were granted rights of first refusal to participate in future
offerings of the Company’s securities. The Letter Agreement with
Steelhead provides that Steelhead has the right to purchase up to (i) 50% of any
offering of new preferred securities or debt securities, and (ii) 25% of any
offering of new Common Stock, issued by the Company. The Letter
Agreement with Pinnacle provides that Pinnacle has the right to purchase up to
12.5% of any offering of new securities issued by the Company. The
Letter Agreements each expire on the earlier of: (i) the final closing of an
offering by the Company of new securities with minimum gross proceeds of
$10,000,000, or (ii) the second anniversary of the date of the Letter
Agreements.
The offering of Notes and Warrants was
made only to accredited investors in accordance with Section 4(2) under the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.
The above description of the Notes, the
Warrants and the Pledge Agreement, each as amended, and the Letter Agreements is
qualified in its entirety by reference to the full text of the forms of Note and
Warrant, the Pledge Agreement and the Letter Agreements, copies of which are
filed as Exhibits to this Current Report on Form 8-K and the contents of which
are incorporated herein by reference thereto.
The Pledge Agreement has been included
as an exhibit to this Current Report on Form 8-K to provide information
regarding its terms. The exhibit is not intended to
provide any other factual information about the Company. The Pledge
Agreement contain representations and warranties that the parties thereto made
to each other as of specific dates. The assertions embodied in the
representations and warranties in the Pledge Agreement were made solely for
purposes of the Pledge Agreement and the transactions and agreements
contemplated thereby among the parties thereto and may be subject to important
qualifications and limitations agreed to by the parties thereto in connection
with negotiating the terms thereof. Moreover, some of those representations and
warranties may not be accurate or complete as of any specified date, may be
subject to a contractual standard of materially different from those generally
applicable to stockholders or may have been used for the purposes of allocating
risk among the parties to the Pledge Agreement rather than establishing matters
as fact.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The information set forth under Item
2.01 of this Current Report on Form 8-K is hereby incorporated by reference into
this Item 3.02.
Aggregate cash fees of $412,800 were
paid to the placement agents at the December 10, 2010 and December 17, 2010
closings referenced herein. In addition, at such closings, the
placement agents were issued five-year warrants to purchase an aggregate of
144,320 shares of the Company’s common stock for a purchase price of $2.50 per
share.
2
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits.
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Exhibit
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Number
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Description
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4.1
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Form
of 10% Secured Convertible Note.
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4.2
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Form
of Investor Warrant.
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10.1
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Amendment
No. 2 to Pledge and Collateral Agency Agreement.
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10.2
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Letter
Agreement effective December 10, 2010, between Steelhead Partners, LLC and
Colombia Clean Power & Fuels, Inc.
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10.3
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Letter
Agreement effective December 10, 2010, between Pinnacle Family Office
Investments, L.P. and Colombia Clean Power & Fuels,
Inc.
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3
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.
Dated: December
17, 2010
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COLOMBIA
CLEAN POWER & FUELS, INC.
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By:
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/s/ Edward P. Mooney
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Edward
P. Mooney
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President
and Chief Executive Officer
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