Attached files
file | filename |
---|---|
EX-1.2 - ENER1 INC | v207004_ex1-2.htm |
EX-1.3 - ENER1 INC | v207004_ex1-3.htm |
EX-1.4 - ENER1 INC | v207004_ex1-4.htm |
EX-1.1 - ENER1 INC | v207004_ex1-1.htm |
EX-99.1 - ENER1 INC | v207004_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):
|
December
31, 2010
|
Ener1,
Inc.
__________________________________________
(Exact
name of registrant as specified in its charter)
Florida
|
001-34050
|
59-2479377
|
_____________________
(State
or other jurisdiction
|
_____________
(Commission
|
______________
(I.R.S.
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
||
1540
Broadway, Suite 25C, New York,
New
York
|
10036
|
|
_________________________________
(Address
of principal executive offices)
|
___________
(Zip
Code)
|
Registrant’s
telephone number, including area code:
|
212
920-3500
|
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
December 31, 2010, Ener1, Inc. (the “Company”) completed a transaction with
funds managed by Goldman Sachs Asset Management, L.P. and certain other
investors (collectively, the “Investors”), pursuant to a Securities Purchase
Agreement (the “Purchase Agreement”) under which the Company sold to the
Investors an aggregate of $25,000,000 of senior unsecured notes (the “Notes”),
339,783 shares of the Company’s common stock (the “Common Stock”) and warrants
exercisable for 1,019,353 shares of common stock (the “Warrants”), for the
aggregate consideration of $25,000,000. The Notes were 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 April 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
July 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 $4.68 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 Securities 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
January 3, 2011, the Company issued a press release entitled “ENER1
Completes $25-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 December 31, 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 December 31, 2010, by and between
Ener1 and the investors party thereto.
Exhibit
99.1 Press release dated January 3, 2011.
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.
|
||||
|
||||
January
3, 2011
|
By:
|
/s/
Charles Gassenheimer
|
||
Name:
Charles Gassenheimer
|
||||
Title:
Chief Executive Officer
|
Exhibit Index
Exhibit No.
|
Description
|
|
1.1
|
Securities
Purchase Agreement, dated as of December 31, 2010, by and between Ener1
and the investors party thereto.
|
|
1.2
|
Form
of Note.
|
|
1.3
|
Form
of Warrant.
|
|
1.4
|
Registration
Rights Agreement, dated as of December 31, 2010, by and between Ener1 and
the investors party thereto.
|
|
99.1
|
Press
Release dated January 3,
2011.
|