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
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Date of Report (Date of earliest event reported): November 22, 2013
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LAS VEGAS RAILWAY EXPRESS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of incorporation)
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000-54648
(Commission
File Number)
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56-2646797
(I.R.S. Employer
Identification No.)
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6650 Via Austi Parkway, Suite 140
Las Vegas, NV 89119
(Address of principal executive offices) (zip code)
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702-583-6715
(Registrant’s telephone number, including area code)
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Copies to:
Gregory Sichenzia, Esq.
Jeff Cahlon, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, NY 10006
Telephone: (212) 930-9700
Fax: (212) 930-9725
Not Applicable
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On November 22, 2013 (the “Closing Date”), Las Vegas Railway Express, Inc. (the “Company”), entered into and closed a purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company sold to the Investor a senior secured convertible promissory note in the principal amount of $1,750,000 (the “Note”), and warrants to purchase 6,000,000 shares of common stock (the “Warrants”), for an aggregate purchase price of $1,750,000. The Note matures on June 30, 2014, bears interest at the rate of 10% per year payable on maturity in cash or shares of common stock at the Company’s option (subject to certain conditions), and is convertible into shares of the Company’s common stock at a conversion price equal to the lower of (i) $0.035 or (ii) the volume weighted average price of the common stock for the ten trading days immediately following the effective date of the Company’s planned reverse stock split, in each case subject to adjustment in the event of future stock splits, stock dividends, and similar transactions, or in the event of subsequent equity sales by the Company at a price lower than the conversion price then in effect. The Warrants have a five year term, are exercisable on a cash or cashless basis, and have an exercise price equal to the lesser of (i) $0.05 or (ii) 135% of the volume weighted average price of the common stock for the ten trading days immediately following the effective date of the Company’s planned reverse stock split, in each case subject to adjustment in the event of future stock splits, stock dividends, and similar transactions, or in the event of subsequent equity sales by the Company at a price lower than the exercise price then in effect.
The Company’s obligations under the Note are secured by substantially all of the Company’s assets pursuant to a security agreement, dated November 22, 2013 (the “Security Agreement”), between the Company and the Investor.
In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
The forgoing descriptions of the Purchase Agreement, the Note, the Warrants and the Security Agreement, are qualified in their entirety by reference to the full text of the Purchase Agreement, Note, the Warrants, and the Security Agreement, copies of each of which are attached as exhibits hereto.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01.
Item 9.01 Financial Statements and Exhibits.
None
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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LAS VEGAS RAILWAY EXPRESS, INC.
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Date: November 26, 2013
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By:
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/s/ Michael Barron
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Name: Michael Barron
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Title: Chief Executive Officer
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