Attached files
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EX-99.1 - PRESS RELEASE - Triton Emission Solutions Inc. | dsox_ex991.htm |
EX-10.1 - MANAGEMENT CONSULTING AGREEMENT - Triton Emission Solutions Inc. | dsox_ex101.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
September 3, 2014
Date of Report (Date of earliest event reported)
TRITON EMISSION SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 000-33309 | 33-0953557 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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151 San Francisco St., Suite 201 San Juan, Puerto Rico |
| 00901 |
(Address of principal executive offices) |
| (Zip Code) |
1 (800) 648-4287
Registrant's telephone number, including area code
NOT APPLICABLE
(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)
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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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Consulting Agreement
On September 3, 2014, Triton Emission Solutions Inc. (the Company), entered into a Consulting Agreement (the Consulting Agreement) with Robert Lipp, an unrelated party. Under the terms of the Consulting Agreement, Mr. Lipp agreed to provide the Company with investor relations services for a term of one year, expiring on September 3, 2015.
In consideration for Mr. Lipp agreeing to provide the services to the Company, the Company will issue to Mr. Lipp 100,000 shares of its common stock and non-transferrable warrants to purchase up to 250,000 shares of its common stock at an exercise price of $0.50 per share, expiring on August 1, 2018, subject to earlier termination in the event that Mr. Lipp ceases to act as a consultant of the Company prior to September 3, 2015.
The foregoing description of the Consulting Agreement for Mr. Lipp is not purported to be complete and is qualified in its entirety by reference to the complete text of such agreement attached as an exhibit hereto.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
As more fully described under Item 1.01 of this report, on September 3, 2014, the Company agreed to issue to Robert Lipp 100,000 shares of its common stock and non-transferrable warrants to purchase up to 250,000 shares of its common stock in consideration for Mr. Lipps agreement to provide the Company with investor relations services. The shares and warrants will be issued to Mr. Lipp pursuant to the exemption from the registration requirements of the Securities Act of 1933 provided by Rule 506 of Regulation D on the basis of representations provided by Mr. Lipp that he is an accredited investor, as that term is defined in Regulation D.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit | Description |
10.1 | Management Consulting Agreement between Robert Lipp and Triton Emission Solutions Inc. dated effective as of September 3, 2014. |
99.1 | News Release. |
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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.
| TRITON EMISSION SOLUTIONS INC. |
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Date: September 9, 2014 | By: /s/ Rasmus Norling |
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| Name: Rasmus Norling |
| Title: CEO |
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