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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): October 17, 2014
Dominovas Energy Corporation
(Exact name of registrant as specified in its charter)
Nevada 000-51736 20-5854735
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification Number)
1395 Chattahoochee Ave., Atlanta, GA 30318
(Address of principal executive offices)
(800) 679-1249
(Registrant's telephone number, including area code)
(Former Name or Former Address, if Changes 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))
This report includes certain statements that are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Any
statement in this report that is not a statement of historical fact may be
deemed to be a forward-looking statement. We often use these types of statements
when discussing our plans and strategies, our anticipation of revenues from
designated markets and statements regarding the development of our businesses,
the markets for our services and products, our anticipated capital expenditures,
operations, support systems, changes in regulatory requirements and other
statements contained in this report regarding matters that are not historical
facts. When used in this report, the words "expect," "anticipate," "intend,"
"plan," "believe," "seek," "estimate" and other similar expressions are
generally intended to identify forward-looking statements. Because these
forward-looking statements involve risks and uncertainties, actual results may
differ materially from those expressed or implied by these forward-looking
statements. There can be no assurance that: (i) we have correctly measured or
identified all of the factors affecting us or the extent of their likely impact;
(ii) the publicly available information with respect to these factors on which
our analysis is based is complete or accurate; (iii) our analysis is correct; or
(iv) our strategy, which is based in part on this analysis, will be successful.
We do not assume any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 17, 2014 we entered into an Equity Purchase Agreement and a
Registration Rights Agreement with Kodiak Capital Group, LLC ("Kodiak") in order
to establish a source of funding for us. Under the Equity Purchase Agreement,
Kodiak has agreed to provide us with up to $3,000,000 of funding upon
effectiveness of a registration statement on Form S-1. Following effectiveness
of the registration statement, we can deliver puts to Kodiak under the Equity
Purchase Agreement under which Kodiak will be obligated to purchase shares of
our common stock based on the investment amount specified in each put notice,
which investment amount may be any amount up to $3,000,000 less the investment
amount received by us from all prior puts, if any. Puts may be delivered by us
to Kodiak until the earlier of December 31, 2015 or the date on which Kodiak has
purchased an aggregate of $3,000,000 of put shares. The number of shares of our
common stock that Kodiak will purchase pursuant to each put notice will be
determined by dividing the investment amount specified in the put by the
purchase price. The purchase price per share of common stock will be set at
eighty percent (80%) of the Market Price for our common stock with Market Price
being defined as the lowest closing bid price for our common stock for any
trading day during the five consecutive trading days immediately following the
date of our put notice to Kodiak (the "Valuation Period"). There is no minimum
amount that we must put to Kodiak at any one time. Dominovas Energy may choose
to NOT exercise any puts. Pursuant to the Equity Purchase Agreement, Kodiak and
its affiliates will not be required to purchase shares of our common stock that
would result in Kodiak's beneficial ownership equaling more than 9.99% of our
outstanding common stock.
Kodiak was issued a commitment fee in the form of a $165,000 convertible
promissory note. The note carries a 12-month term, a 12% coupon, and is
convertible at a 50% discount to the lowest closing bid price for the trailing
30 days prior to conversion.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Number Description
------ -----------
10.01 Equity Purchase Agreement between the Company and Kodiak.
10.02 Registration Rights Agreement between the Company and Kodiak.
10.03 Convertible Promissory by the Company to Kodiak.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
DOMINOVAS ENERGY CORPORATION
Date: October 21, 2014 By: /s/ Neal Allen
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Name: Neal Allen
Title: Chairman, President and Chief
Executive Officer
