Attached files
file | filename |
---|---|
EX-99 - Greenhouse Solutions, Inc. | ex99.1.htm |
EX-10.4 - Greenhouse Solutions, Inc. | ex10.4.htm |
EX-10.3 - Greenhouse Solutions, Inc. | ex10.3.htm |
EX-10.2 - Greenhouse Solutions, Inc. | ex10.2.htm |
EX-10.1 - Greenhouse Solutions, Inc. | ex10.1.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: November 18, 2016
GREENHOUSE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada |
000-54759 |
45-2094634 |
||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
8400 E. Crescent Pkwy., Suite 600, Greenwood Village, CO 80111
(Address of Principal Executive Offices) (Zip Code)
(970) 439-1905
Registrant's telephone number, including area code
(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 a Material Definitive Agreement
On November 18, 2016, Greenhouse Solutions, Inc. (the "Company" or "we") entered into a securities purchase agreement with SBI Investments, LLC 2014-1 ("Holder") for two 8% convertible promissory notes of the Company, in the aggregate principal amount of US$550,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "Notes"), convertible into shares of common stock, $0.001 par value per share, of the Company ("Common Stock"), upon the terms and subject to the limitations and conditions set forth in such Notes, as well as warrants to purchase 300,000 shares of the Common Stock (the "Warrants"), in the forms of Series A and Series B Warrants. The securities purchase agreement is attached as Exhibit 10.1, with the Series A and B Warrants attached as Exhibits 10.2 and 10.3, respectively.
Note No. 1
The first Note, bearing an interest rate of 8% per annum, was entered into on
November 18, 2016 for $275,000, attached hereto as Exhibit 10.4, and matures on
November 18, 2017. The Note was funded and the Company received $245,000 on
November 21, 2016. If the Company exercises its right to prepay the Note, the
Company shall make payment to the Holder of an amount in cash equal to the sum
of the then outstanding principal amount of this Note and interest multiplied by
130%. The Holder may continue to convert the Note from the date notice of the
prepayment is given until the date of the prepayment. The conversion price in
effect on any conversion date shall be equal to 65% of the average of the three
lowest volume weighted average prices of the common stock for the 20 consecutive
trading days ending on the trading day that is immediately prior to the
applicable conversion date.
Warrants
The Series A Warrant for 150,000 shares of common stock carries an exercise
price per share of $0.096, subject to adjustment. The Series B Warrant for
150,000 shares of common stock carries an exercise price per share of $0.107,
subject to adjustment.
The foregoing description of the securities purchase agreement and Notes issued
by the Company is qualified in its entirety by reference to the full text of the
form Note and related securities purchase agreement, which are included as
exhibits to this Current Report on Form 8-K and are incorporated by reference.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The
disclosures under Item 1.01 of this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
Press Release
The information in this Item 7.01 of this Current Report is furnished pursuant
to Item 7.01 and shall not be deemed "filed" for any purpose, including for the
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that Section. The information in this Current Report on Form 8-K
shall not be deemed incorporated by reference into any filing under the
Securities Act or the Exchange Act regardless of any general incorporation
language in such filing.
On November 28, 2016, the Company issued a press release. A copy of the press
release is attached hereto as Exhibit 99.1.
Item 9.01 Exhibits
The following exhibits are filed with this report on Form 8-K.
Exhibit Number |
Exhibit |
10.1 |
Securities Purchase Agreement |
10.2 | Series A Warrant |
10.3 | Series B Warrant |
10.4 | Convertible Promissory Note No. 1 |
99.1 | Press Release Dated November 28, 2016 |
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.
GREENHOUSE SOLUTIONS, INC.
By:/s/ John G. Michak, III
John G. Michak, III,
Title: Chief Operating Officer
Date: November 28, 2016