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EX-99.1 - BioNeutral Group, Incv328789_ex99-1.htm
EX-99.2 - BioNeutral Group, Incv328789_ex99-2.htm










Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): October 31, 2012


(Exact name of registrant as specified in its charter)


Nevada   333-149235   26-0745273

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


55 Madison Avenue, Suite 400,  Morristown, New Jersey   07960
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (973) 285-3373


(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 (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.


On October 31, 2012, Bioneutral Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Asher Enterprises, Inc., a Delaware Corporation (the “Holder”) for the sale and issuance of an 8% convertible promissory note in the principal amount of $53,000 (the “Note”). The Purchase Agreement became effective on November 2, 2012 when the transaction closed.


The principal balance of the Note is convertible into common stock, $0.00001 par value, of the Company, at the election of the Holder, beginning 180 days after the issuance of the Note. The conversion price of the Note shall be equal to 58% multiplied by the market price (as defined in the Note). The Note matures on August 2, 2013. The Company has the right to prepay the principal and interest at a premium depending on the date that it is prepaid.


Interest on the Note accrues at a rate of 8% per annum. The Note contains customary default provisions, including provisions for potential acceleration of the Note, a default premium, and default interest of 22%.


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


The information required to be disclosed in this Item 2.03 is incorporated herein by reference from Item 1.01.


Item 3.02 Unregistered Sales of Equity Securities.


The securities described in Item 1.01 above were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended (“Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The offering was made to an “accredited investor” (as defined by Rule 501 under the Securities Act). In addition, the issuance did not involve any public offering; the Registrant made no solicitation in connection with the sale other than communications with the investor; the Registrant obtained representations from the investor regarding its investment intent, experience and sophistication; and the investor either received or had access to adequate information about the Registrant in order to make an informed investment decision.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


99.1   Securities Purchase Agreement entered into by Bioneutral Group, Inc. and Asher Enterprises, Inc., dated October 31, 2012.
99.2   8% Convertible Promissory Noted purchased by Asher Enterprises, Inc., dated October 31, 2012.






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.


November 16, 2012 BIONEUTRAL GROUP, INC.
  By: /s/ Mark Lowenthal  
  Name: Mark Lowenthal
  Title: Chief Executive Officer and President