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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): June 29, 2012
CEREPLAST, INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 001-34689 | 91-2154289 | ||
| (State or other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
300 N. Continental, Suite 100, El Segundo California 90245
(Address of principal executive offices) (Zip Code)
310-615-1900
(Registrant’s telephone number, including area code)
Copies to:
Gregory Sichenzia, Esq.
Marcelle S. Balcombe, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Flr
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K 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 |
Effective June 29, 2012, Cereplast, Inc. (the “Company”) and Compass Horizon Funding Company, LLC (“Horizon”) entered into an amendment (the “Amendment”) to the Venture Loan and Security Agreement (the “Loan Agreement”) entered into by both parties on December 21, 2010. Pursuant to the Amendment, the Maturity Date within the Loan Agreement was changed to the earlier to occur of (i) August 1, 2014, or (ii) the date of acceleration of a Loan following an event of default or the date of prepayment of the Loan. In addition, the definition of Scheduled Payments was amended. The definition of Events of Default was expanded to include the failure to pay certain late fees and amendment fees, which were agreed upon among the parties.
In connection with the Amendment, the Company issued a warrant to Horizon representing the right to purchase 225,000 shares of the Company’s common stock at an exercise price of $0.01 per share. In addition, the Company issued a restated and amended warrant to purchase 140,000 shares of the Company’s common stock at an exercise price of $0.26.
The foregoing is only a brief description of the Amendment and does not purport to be a complete description of the rights and obligations of the parties thereunder and such description is qualified in its entirety by reference to the Exhibit.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information contained in Item 1.01 is incorporate by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) The following exhibits are filed with this report:
| Exhibit |
Description | |
| 10.1 | First Amendment of Venture Loan and Security Agreement dated as May 1, 2012 | |
| 10.2 | Amended and Restated Secured Promissory Note (Loan A) | |
| 10.3 | Amended and Restated Secured Promissory Note (Loan B) | |
| 10.4 | Amended and Restated Common Stock Purchase Warrant | |
| 10.5 | Common Stock Purchase Warrant | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: July 5, 2012
| CEREPLAST, INC. |
| /s/ Frederic Scheer |
| Frederic Scheer |
| Chief Executive Officer |
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