Attached files
file | filename |
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EX-10.1 - KL Energy Corp | v204778_ex10-1.htm |
EX-10.4 - KL Energy Corp | v204778_ex10-4.htm |
EX-10.2 - KL Energy Corp | v204778_ex10-2.htm |
EX-10.3 - KL Energy Corp | v204778_ex10-3.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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): November 30, 2010
KL Energy
Corporation
(Exact
name of Registrant as specified in its charter)
Nevada
|
333-145183
|
39-2052941
|
(State
or other
|
(Commission
|
(I.R.S.
Employer
|
Jurisdiction
|
File
Number)
|
Identification
No.)
|
of
incorporation)
|
306
E. St. Joseph Street, Suite 200, Rapid City, SD
|
57701
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number: (605)
718-0372
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
CFR240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR240.13e-4(c))
|
Item 1.01. Entry into a
Material Definitive Agreement.
On
November 30, 2010, KL Energy Corporation (the “Company”) consummated a financing
with several accredited investors pursuant to a Note and Warrant Purchase
Agreement (the ”Purchase Agreement”). Pursuant to the terms of the
Purchase Agreement, the Company issued to the investors secured convertible
promissory notes (the “Notes”), related stock purchase warrants (the
“Warrants”), for an aggregate purchase price of $4,680,000 (excluding $1.8
million of existing promissory notes that were converted into these new
Notes). The Company’s obligations under the notes are secured by a
Security Agreement (the “Security Agreement”). The Purchase Agreement
also provides each Investor with the right of first offer, within 10 days of
being notified, to purchase its pro-rata share of capital stock which the
Company proposes to issue in a subsequent equity financing. The
Purchase Agreement is attached to this Current Report on Form 8-K as Exhibit
10.1 and is incorporated into this Item 1.01 by
reference.
Approximately
$4.0 million of the gross proceeds from the financing came from existing
investors. Each Note carries an interest rate of 10.0% per annum and
is payable with interest eight months after its issuance. In the
event the Company consummates, prior to the maturity date of the Notes, an
equity financing pursuant to which it sells shares of its capital stock for an
amount of not less than $15,000,000, and with the principal purpose of raising
capital (a “Qualified Equity Financing”), then the investor may elect to convert
all or part of the outstanding principal amount and the accrued but unpaid
interest under such Note into shares of the capital stock at the same price and
on the same terms as the other investors that participate in the Qualified
Equity Financing. In the event that a merger or sale of the Company’s
assets (a “Liquidity Event”) occurs prior to the maturity date of the Notes, all
or a portion of the outstanding principal amount and all accrued but unpaid
interest under the Note will be convertible at the option of the investor into
that number of shares of the Company’s capital stock as is determined by
dividing such principal amount and accrued interest by 80% of the price per
share of the Company’s capital stock determined as of the date of the Liquidity
Event. In lieu of the conversion of the Note, the investor may demand
for payment of the principal and accrued but unpaid interest outstanding as of
the date of the Liquidity Event. The form of the Note is attached to
this Current Report on Form 8-K as Exhibit 10.2 and is incorporated into this
Item 1.01 by reference.
Pursuant
to the terms of the Purchase Agreement, each investor was issued a Warrant that
entitled the investor to purchase, within four years of each Note’s maturity
date, shares of the Company’s capital stock that equals the quotient obtained by
dividing (a) the warrant coverage amount (as described herein) by (b) either the
price paid by investors of a Qualified Equity Financing or $1.10 per share if
exercised in the absence of a Qualified Equity Financing. The warrant coverage
amount is 140% of the number of shares convertible under the Note at the
maturity date; provided, however, if the Note is converted either in whole or in
part at any time during the term of the Note or upon the maturity date, then the
140% used in the calculation of the warrant coverage amount shall be increased
to 170%. The form of the Warrant is attached to this Current Report
on Form 8-K as Exhibit 10.3 and is incorporated into this Item 1.01 by
reference.
In order
to induce each Investor to extend the credit evidenced by the Notes, the Company
entered into the Security Agreement, which granted a security interest of first
priority in all right, title and interests of Company in and to all of the
Company’s property which has not already been covered by liens. The
Security Agreement is attached to this Current Report on Form 8-K as Exhibit
10.4 and is incorporated into this Item 1.01 by reference.
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Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
The
following exhibits are filed as exhibits to this Current Report on Form
8-K:
Exhibit
No.
|
Description
|
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10.1
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Note
and Warrant Purchase Agreement
|
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10.2
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Form
of Secured Convertible Promissory Note
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10.3
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Form
of Common Stock Purchase Warrant
|
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10.4
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Form
of Security Agreement
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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 thereunto
duly authorized.
KL
ENERGY CORPORATION
|
||
Date:
December 17, 2010
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By:
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/s/
Peter Gross
|
Peter
Gross
|
||
President
and Chief Executive Officer
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