SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 10, 2012
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
(Commission File Number)
1031 Railroad Street, Suite 102A
Elko, NV 89801
(Address of principal executive offices)
(Registrants Telephone Number)
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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
. Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Entry into a Material Definitive Agreement.
On December 10, 2012, Graphite Corp., a Nevada Corporation (the Company) entered into that certain Advisory Board Member Agreement (the Agreement") with Mr. Roger Szelmeczka (Mr. Szelmeczka) pursuant to which Mr. Szelmeczka shall serve as a member of the Advisory Board of the Company for a term of two (2) years (the Term). In exchange, Mr. Szelmeczka shall receive a three (3) year option (the Option) to purchase two hundred fifty thousand (250,000) shares of the Companys common stock with an exercise price of $0.70 per share. The Option shall vest in increments of sixty two thousand five hundred (62,500) shares for every six (6) months of the Term pursuant to the terms and conditions of the Agreement.
The foregoing summary description of the terms of the Agreement may not contain all information that is of interest. For further information regarding the terms and conditions of the Agreement, reference is made to such agreement, which is filed as Exhibit 10.1, hereto, and is incorporated by reference.
Unregistered Shares of Equity Securities
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Exemption From Registration. The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, (Securities Act), and/or Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act, based upon the following: (a) each of the persons to whom the shares of Common Stock were issued (each such person, an Investor) confirmed to the Company that it or he is an accredited investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were restricted securities for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.
Financial Statements and Exhibits