UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

 

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): August 26, 2014

 

PROGRESSIVE GREEN SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 333-178652 45-3539010

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

 

445 County Road 101, Suite E

Yaphank, New York

11980
(Address of principal executive offices) (Zip Code)

 

(631) 775-8920

(Registrant’s telephone number, including area code)

 

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 of 1933 (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(e) under the Exchange Act (17 CFR 240.13e-4(c))

 




 

 
 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On August 26, 2014, Progressive Green Solutions, Inc. (the “Registrant”) consummated a subsequent round of financing related to an offering for shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), which initially commenced in March 2014 (the “Offering”). The Registrant accepted subscriptions from ten individual investors for a total of $934,000, in consideration for the issuance of an aggregate of 1,245,334 shares of Common Stock.

 

Additionally, the Registrant issued 139,867 shares of Common Stock to its placement agent, along with placement agent fees in the amount of $121,420.

 

The securities described above were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder. The documents executed in connection with these issuances contain representations to support the Company’s reasonable belief that the investors had access to information concerning the Company’s operations and financial condition, the investors acquired the securities for their own account and not with a view to the distribution thereof in the absence of an effective registration statement or an applicable exemption from registration, and that the investors are sophisticated within the meaning of Section 4(2) of the Securities Act and are “accredited investors” (as defined by Rule 501 under the Securities Act). In addition, the issuances did not involve any public offering; the Company made no solicitation in connection with the sale other than communications with the investors; the Company obtained representations from the investors regarding their investment intent, experience and sophistication; and the investors either received or had access to adequate information about the Company in order to make an informed investment decision.

 

 
 

 

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.

 

  PROGRESSIVE GREEN SOLUTIONS, INC.
   
Date: September 2, 2014 By:  /s/ Michael Cox
    Name: Michael Cox
Title:  Chief Operating Officer