Attached files
| file | filename |
|---|---|
| EX-4.2 - AMEND 1 TO CONVERTIBLE PROM NOTE - Solar Energy Initiatives, Inc. | solarenergy_ex0402.htm |
| EX-4.1 - AMEND 1 TO CONVERTIBLE PROM NOTE - Solar Energy Initiatives, Inc. | solarenergy_ex0401.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): October 17, 2011
Solar Energy Initiatives, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
|
333-148155
|
20-5241121
|
|
(State of Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
IRS Employer Identification Number)
|
818 A1A North
Suite 201
Ponte Vedra Beach, Florida 32082
(Address of principal executive offices)
(904) 644-6090
(Registrant's telephone number, including area code)
Stephen M. Fleming, Esq.
Fleming PLLC
49 Front Street, Suite 206
Rockville Centre, New York 11570
Phone: (516) 833-5034
Fax: (516) 977-1209
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))
Item 1.01 Entry Into A Material Definitive Agreement
Item 2.03 Creation of a Direct Financial Obligation
Item 3.02 Unregistered Sales of Equity Securities
On May 25, 2011 and July 8, 2011, Solar Energy Initiatives, Inc. (the “Company”) entered into two Securities Purchase Agreements with Asher Enterprises, Inc. ("Asher"), for the sale of two 8% convertible notes each in the principal amount of $32,500 (the "Notes"). The Notes bear interest at the rate of 8% per annum. The Notes were convertible into common stock, at Asher’s option, at a 39% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion.
On October 17, 2011, the Company entered into two Amendments to the Notes with Asher, pursuant to which the discount of the conversion price was increased to 65% of the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion.
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated there under since, among other things, the transaction did not involve a public offering, Asher is an accredited investor, Asher had access to information about the Company and their investment, Asher took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
|
Exhibit Number
|
Description
|
|
|
4.1
|
Amendment No. 1 to Convertible Promissory Note, by and among the Company and the Asher Enterprises, Inc., dated October 17, 2011
|
|
|
4.2
|
Amendment No. 1 to Convertible Promissory Note, by and among the Company and the Asher Enterprises, Inc., dated October 17, 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.
|
SOLAR ENERGY INITIATIVES, INC.
|
|||
|
Date: October 20, 2011
|
By:
|
/s/ David Fann
|
|
|
David Fann
|
|||
|
Chief Executive Officer
|
|||