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EX-4.1 - EXHIBIT 4.1 - Evolucia Inc.ex41.htm
EX-4.2 - EXHIBIT 4.2 - Evolucia Inc.ex42.htm
EX-4.3 - EXHIBIT 4.3 - Evolucia Inc.ex43.htm
EX-4.4 - EXHIBIT 4.4 - Evolucia Inc.ex44.htm
EX-4.5 - EXHIBIT 4.5 - Evolucia Inc.ex45.htm
EX-4.6 - EXHIBIT 4.6 - Evolucia Inc.ex46.htm
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): December 18, 2013

EVOLUCIA INC.
 (Exact name of registrant as specified in its charter)

Nevada
 
000-53590
 
 98-0550703
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
 (IRS Employer Identification Number)

7040 Professional Parkway East, Sarasota, Florida  34240
(Address of principal executive offices) (zip code)

941-751-6800
(Registrant's telephone number, including area code)

 Copies to:
Stephen M. Fleming, Esq.
Fleming PLLC
49 Front Street, Suite 206
Rockville Centre, New York 11570
Phone: (516) 833-5034
Fax: (516) 977-1209

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
 
Item 2.03
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
 
Item 3.02
Unregistered Sales of Equity Securities

As previously reported, in 2013, Evolucia Inc. (the “Company”) sold Secured 14% Callable Promissory Notes (the "2013 Notes") and common stock purchase warrants exercisable at $0.025 per share (the “Warrants”) (the “2013 Warrants” and collectively with the 2013 Notes, the "2013 Securities") to several accredited investors.  On December 31, 2013, a portion of the accredited investors that participated in this offering agreed to convert their 2013 Securities representing an aggregate of $1,797,704.98 in 2013 Notes, including principal and interest, and Warrants to acquire an aggregate of 77,465,327 shares of common stock into 8% Secured Convertible Promissory Notes (the "Replacement Notes"). The Replacement Notes mature three years from the date of issuance and are convertible into shares of common stock at a conversion price of $0.01 per share subject to the Company increasing its authorized shares of common stock.  Interest is due and payable on the maturity date.  The Replacement Notes can be prepaid in whole or in part at any time without the consent of the holder.  The Replacement Notes are secured by the assets of the Company.

In addition, an accredited investor that acquired a Convertible Promissory Note in June 2011, agreed to convert the remaining outstanding balance payable under such note of $68,419.84 into a Replacement Note.

Further, an accredited investor that acquired a Convertible Promissory Note in October 2013, agreed to convert the remaining outstanding balance payable under such note of $101,622 into a Replacement Note.

On December 18, 2013, the Company entered into Securities Purchase Agreements and Security Agreements with several accredited investors (the “Note Investors”) providing for the sale by the Company to the Note Investors of 8% Secured Convertible Promissory Notes in the aggregate amount of $350,000 (the "New Notes").  The New Notes mature three years from the date of issuance and are convertible into shares of common stock at a conversion price of $0.01 per share subject to the Company increasing its authorized shares of common stock.  Interest is due and payable on the maturity date. The New Notes can be prepaid in whole or in part at any time without the consent of the holder.  The New Notes are secured by the assets of the Company.

The Replacement Notes and the New Notes are debt obligations arising other than in the ordinary course of business which constitute direct financial obligations of the Company.

The issuance of the Replacement Notes and the New Notes was made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and/or Rule 506 promulgated under Regulation D thereunder. The holders of the Replacement Notes and the New Notes are accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.
 
The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K.  Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.
 
Item 9.01
Financial Statements and Exhibits
 



 
 
 
 
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SIGNATURES

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.

 
EVOLUCIA INC.
 
       
Date: February 5, 2014
By:
/s/ Mel Interiano
 
   
Name: Mel Interiano
 
   
Title: Chief Executive Officer
 
       
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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