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) February 11, 2014
LITHIUM EXPLORATION GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada | 333-175883 | 06-1781911 |
(State or other jurisdiction of | (Commission File Number) | (IRS Employer |
incorporation) | Identification No.) |
3200 N. Hayden Road, Suite 235, Scottsdale, Arizona | 85251 |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (480) 641-4790
N/A
(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:
[ ] 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))
2
ITEM 3.02 | Unregistered Sales of Equity Securities |
Our company was indebted to JDF Capital Inc. (JDF) for funds provided to us in the amount of USD$672,000 pursuant to the conditions of a securities purchase agreement dated March 1, 2013 (the SPA), among our company and JDF.
On January 6, 2014, JDF entered into a securities amendment and settlement agreement (the Settlement Agreement) with us, where we agreed to convert the remaining $522,000 portion of the SPA into 522,000 shares of Series B Convertible Preferred Stock of our company (the Preferred Shares), being 1 Preferred Share per $1 remaining payable pursuant to the SPA. Each Preferred Share is convertible into common shares of the Company by cashless conversion at a price of 50% of the lowest traded price of the previous 20 trading days of a notice to convert.
On January 21, 2014, JDF entered into a securities purchase agreement with Blue Citi LLC (Blue), wherein the parties agreed to assign an aggregate of 200,000 Preferred Shares of the SPA to Blue, which
Blue acquired benefits of the Preferred Shares pursuant to the SPA and the Settlement Agreement from JDF.
On February 11, 2014, we received a notice of conversion from Blue to convert 48,000 Preferred Shares outstanding due to Blue into 3,000,000 shares of our companys common stock at a deemed conversion rate of USD$0.0160 per share, pursuant to the conversion terms of the Preferred Shares, the SPA and the Settlement Agreement.
On February 11, 2014, we issued 3,000,000 to one person pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended, on the basis that they represented to our company that they were an accredited investor as such term is defined in Rule 501(a) of Regulation D.
On February 24, 2014, we received a notice of conversion from Blue to convert 32,000 Preferred Shares outstanding due to Blue into 2,000,000 shares of our companys common stock at a deemed conversion rate of USD$0.0160 per share, pursuant to the conversion terms of the Preferred Shares, the SPA and the Settlement Agreement.
On February 24, 2014, we issued 2,000,000 to one person pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended, on the basis that they represented to our company that they were an accredited investor as such term is defined in Rule 501(a) of Regulation D.
Item 9.01 | Financial Statements and Exhibits |
10.1 | Securities Purchase Agreement dated as of February 19, 2013 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on February 25, 2013). |
10.2 | Settlement Agreement dated January 3, 2014 between Blue Citi LLC and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on January 9, 2014). |
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.
LITHIUM EXPLORATION GROUP, INC.
/s/Alex
Walsh
Alex Walsh
President and Director
Date: February 26, 2014