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): July 20, 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
(Registrants telephone number, including area code)
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 3.02 | Unregistered Sale of Equity Securities |
On July 20, 2012, Cereplast, Inc. a Nevada corporation (the Company) issued an aggregate of 2,225,000 shares of the Companys common stock, par value $0.001 per share (the Initial Shares), to Ironridge Global IV, Ltd. (Ironridge), in settlement of $789,759.27 of the Companys accounts payable (the Accounts Payable). The issuance is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 3(a)(10) thereof, as an issuance of securities in exchange for bona fide outstanding claims, where the terms and conditions of such issuance are approved by a court after a hearing upon the fairness of such terms and conditions.
The Initial Shares were issued pursuant to an Order for Approval of Stipulation for Settlement of Claims (the Order) between the Company and Ironridge, in settlement of the bona fide accounts payable of the Company, which had been purchased by Ironridge from certain creditors of the Company, in an amount equal to the Accounts Payable, plus fees and costs. The Order was entered by the Superior Court of the State of California, County of Los Angeles, Central District (Case No. BC487626) on July 18, 2012. The Order also provides for an adjustment in the total number of shares which may be issuable to Ironridge based on a calculation period for the transaction, defined as that number of consecutive trading days following the date on which the Initial Shares were issued (the Issuance Date) required for the aggregate trading volume of the Common Stock, as reported by Bloomberg LP, to exceed $4,000,000 (the Calculation Period). Pursuant to the Order, Ironridge will retain 100,000 shares of the Companys Common Stock, plus that number of shares (the Final Amount) with an aggregate value equal to (a) the sum of the Accounts Payable and reasonable attorney fees and expenses through the end of the Calculation Period. The Order caps the ownership of Ironridge to 9.99% of the outstanding shares of the Company.
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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 26, 2012
CEREPLAST, INC. |
/s/ Frederic Scheer |
Frederic Scheer |
Chief Executive Officer |
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