Attached files
| file | filename |
|---|---|
| EX-99.1 - PROMISSORY NOTE DATED FEBRUARY 25, 2013 IN FAVOR OF ASHER ENTERPRISES INC. - BioNeutral Group, Inc | f8k030513ex99i_bioneutral.htm |
| EX-99.2 - TEXT OF PRESS RELEASE ISSUED BY THE COMPANY ON FEBRUARY 25, 2013 - BioNeutral Group, Inc | f8k030513ex99ii_bioneutral.htm |
| EX-99.3 - TEXT OF SHAREHOLDERS? LETTER DATED ON FEBRUARY 21, 2013 - BioNeutral Group, Inc | f8k030513ex99iii_bioneutral.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 5, 2013
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BIONEUTRAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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333-149235
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26-0745273
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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211 Warren Street, Newark, New Jersey
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07103
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (973) 577-8003
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N/A
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(Former name or former address, if changed since last report.)
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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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01
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Entry into a Material Definitive Agreement
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BioNeutral Group, Inc. (the “Company”) issued a promissory note (the “Asher Note”) in the principal amount of $42,500 to Asher Enterprises Inc. (“Asher”). The Asher Note is due on November 27, 2013. The Asher Note bears interest at 8% per annum. The principal and any accrued interest are convertible into the Company’s common stock at a 42% discount to the Market Price as defined in the Asher Note. The transaction closed on March 4, 2013.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information required to be disclosed in this Item 2.03 is incorporated herein by reference from Item 1.01.
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Item 3.02
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Unregistered Sales of Equity Securities.
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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 issuances were all made to “accredited investors” (as defined by Rule 501 under the Securities Act). In addition, the issuance did not involve any public offering; the Company made no solicitation in connection with the sale other than communications with the investor; the Company 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 Company in order to make an informed investment decision.
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Item 7.01
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Regulation D FD Disclosures.
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On February 25, 2013, the Company issued a press release entitled “BioNeutral Gains Initial Market Acceptance”, which discusses the marketplace’s initial positive response to the Company’s products.
On February 21, 2013, the Company sent a letter to its shareholders updating them on the progress of the Company. The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
| 99.1 | Promissory Note dated February 25, 2013 in favor of Asher Enterprises Inc. |
| 99.2 | Text of press release issued by the Company on February 25, 2013 |
| 99.3 | Text of shareholders’ letter dated on February 21, 2013 |
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SIGNATURE
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.
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March 5, 2013
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BIONEUTRAL GROUP, INC.
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By:
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/s/ Mark Lowenthal | |
| Name: Mark Lowenthal | |||
| Title: Chief Executive Officer and President | |||
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