SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May
19, 2016 (May 13, 2016)
Li3 Energy, Inc.
(Exact name of registrant as specified in
|(State or Other Jurisdiction
Matias Cousiño 82, Of 806
Santiago de Chile, 8320269
(Address of principal executive offices)(Zip
Registrant’s telephone number, including
area code: +56 (2) 2896-9100
(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
(see General Instruction A.2. below):
||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))|
||Entry into a Material Definitive Agreement. |
May 13, 2016, Li 3 Energy, Inc. (the “Company”) issued unsecured promissory notes in an
aggregate principal amount of $325,000 (the “Notes”) to
certain investors (the ‘Noteholders”). The Notes bear interest at a rate of 10% per annum and mature
(the “Maturity Date”) one year from the date of issuance. At any time prior to the Maturity Date,
the Noteholders may convert the unpaid principal and any accrued interest under the Notes into shares of common stock of the
Company (the “Common Stock”) at $0.0125 per share, subject to adjustment (the
“Conversion Price”). If the Company consummates a merger, share exchange or asset sale (the
“Transaction”) with Wealth Minerals Ltd., the unpaid principal and accrued interest under the Notes will
automatically convert into shares of Common Stock at the Conversion Price.
the event the Transaction does not occur prior to the Maturity Date, the Company must seek the Noteholders’ consent to enter
into any other debt transaction. In the event the Transaction results in the reduction of the Company’s ownership in the
combined company to 40% or less, the Conversion Price will be reduced to $0.0100 per share. If the Company enters into any debt
transaction with a lower conversation price while the Notes are
outstanding, the Conversion Price will be reduced to such lower price. The Conversion Price is also subject to adjustments for
stock splits, stock dividends and combinations. The Notes include standard events of default including non-payment of the principal
or accrued interest due on the Notes. Upon an event of default, all obligations under the Note will become due and payable.
The foregoing description
of the Notes is qualified in its entirety by reference to the full text of the Notes filed hereto as Exhibit 10.1 and incorporated
herein by reference.
||Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.|
information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
||Unregistered Sales of Equity Securities|
The information set
forth above in Item 1.01 of this Current Report on Form 8-K above is incorporated by reference herein.
Notes issued and the shares of Common Stock issuable upon conversion of the Notes as described above (collectively, the “Securities”)
have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and such issuances
will be made pursuant to the exemptions from registration provided by Section 4 (a)(2) of the Securities Act and/or Regulation
D promulgated thereunder. The Securities issued thereunder are restricted in accordance with Rule 144 under the Securities Act.
The issuances did not involve any public offering; the Company made no solicitation in connection with the issuance of the Notes
other than communications with the Noteholders; the Company obtained representations from the Noteholders regarding their investment
intent, knowledge and experience; the Noteholders either received or had access to adequate information about the Company to make
an informed investment decision; the Company reasonably believed that the Noteholders were capable of evaluating the merits and
risks of their investment; and the Securities to be issued thereunder will be issued with restricted securities legends.
||Financial Statements and Exhibits|
||Form of Convertible Promissory Note|
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.
||LI3 ENERGY, INC.|
|Dated: May 19, 2016
||/s/ Luis Saenz|
||Name: Luis Saenz|
||Title: Chief Executive Officer|