Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - HWN, INC. | exhibit10-1.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) April 10, 2014
MANTRA VENTURE GROUP LTD.
(Exact name of registrant as specified in its charter)
Nevada |
000-53461 |
26-0592672 |
(State or other jurisdiction of |
(Commission File Number) |
(IRS Employer |
incorporation) |
Identification No.) |
#562 – 800 15355 24th Avenue, Surrey, British Columbia, |
V4A 2H9 |
Canada |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code |
(604) 560-1503
|
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))
Item 1.01 Entry into Material Definitive Agreement
Item 3.02 Unregistered Sales of Equity Securities
Effective April 10, 2014, we entered into private placement agreements with 14 people. Pursuant to the agreements, we agreed to the issuance of an aggregate of 4,075,000 units at a purchase price of USD$0.20 per unit, for total proceeds of $815,000. Each unit consists of one common share and one whole common share purchase warrant. Each whole common share purchase warrant is exercisable into one share at a price of USD$0.37 per share for a period of the 60 months from the date of closing or five business days after our company’s common stock closes at a price at or above $2.50 per share for seven consecutive trading days on the FINRA Over-the-Counter Bulletin Board.
As of April 10, 2014, we issued 4,075,000 units of the private placements to 14 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 | Form of Subscription Agreement |
2
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.
MANTRA VENTURE GROUP LTD.
| /s/Larry Kristof | |
| Larry Kristof | |
| President, Chief Executive Officer, Chief Financial | |
| Officer, Secretary, Treasurer and Director | |
| Date April 30, 2014 |