AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): June 14, 2018
Name of Registrant as Specified in Its Charter)
or Other Jurisdiction
|2667 Camino del Rio South, Suite 312, San Diego, CA
of Principal Executive Offices)
telephone number, including area code: (619) 487-9585
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
growth company [X]
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
US, Inc. (ProGreen) is providing the following background comments regarding disclosures in the Items included in this Current
to Convertible Note Issued to BlueHawk Capital LLC
note issued to BlueHawk Capital was amended to extend the prepayment period until July 10, 2018, giving the company additional
time for payment in cash to avoid conversion.
Capital, LP Convertible Debenture Issued
Company has issued this convertible note for working capital funding purposes, and intends to secure conventional debt financing
arrangements to pay off current short term debt and to further our Baja California projects, although there is no assurance that
we will be able to secure this financing.
related to the planned conventional debt financing are as follows:
From the Company’s Twitter account @ProGreenUS on June 5, 2018: “ProGreen has entered into a financing commitment
agreement for a two-year $5M financing. FORM 8-K filed
From the Company’s Twitter account @ProGreenUS on May 30, 2018: “We have now received a firm commitment letter
from the lender for the $5M bridge financing, referred to in the May 22 Twitter announcement regarding the Letter of
From the Company’s Twitter account @ProGreenUS on May 22, 2018: “We have now executed the Letter of Intent for a bridge
financing of $5M (referred to in yesterday’s announcement https://www.progreenus.com/pr-20180521/). Now proceeding
with the underwriting due diligence.”
Press release on May 21, 2018: “ProGreen Receives LOI’s for First Stage of Larger Funding Plan”
Press release on April 6, 2018: “ProGreen Receives Cielo Mar Valuation Pursuant to Funding Plan”
Press release on March 21, 2018: “CBRE Appraisal Values Cielo Mar Land at $42M”
Press release on January 29, 2018: “ProGreen Retains CBRE for Cielo Mar Property Appraisal”
Press release on December 20, 2017: “ProGreen announces $10M secured financing plan”
FOREGOING GENERAL DISCUSSION IS QUALIFIED BY THE MORE DETAILED ITEM DESCRIPTION AND THE REFERENCED EXHIBIT DOCUMENTS BELOW.
Item 1.01. Entry into a Material Definitive Agreement.
Capital, LP Convertible Debenture Issued June 14, 2018
to the terms of a Securities Purchase Agreement, dated June 14, 2018, the Company issued to Bellridge Capital, LP (the “Holder”)
a $7,500 Original Issue Discount 12% Convertible Debenture (the “Debenture”) in the principal amount of $157,500,
due June 14, 2019. At any time (i) after 180 days from June 14, 2018, (ii) when the shares issuable upon conversion of the Debenture
have been registered on a registration statement that has been declared effective by the Commission or (iii) if the Company is
in breach or default of any of the Transaction Documents and until the Debenture is no longer outstanding, the Debenture (including
principal and accrued but unpaid interest on any principal being converted, if any) is convertible, in whole or in part, into
shares of Common Stock at the option of the Holder, at a conversion price equal to 65% of the lowest closing price for the Company’s
Common Stock on the Trading Market for the 15 Trading Days prior to the conversion; provided that or if the shares of Common Stock
are not traded on a Trading Market but is quoted on the OTC Pink, then 65% of the lowest closing price for the Company’s
Common Stock on the OTC Pink for the 15 Trading Days prior to the conversion and in all other cases 65% of the fair market value
of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchaser and reasonably acceptable
to the Company.
the first six months the Debenture is in effect, the Company may redeem the Debenture by paying to the Holder an amount as follows:
(i) if the redemption is prior to the 90th day the Debenture is in effect (including the 90th day), then for an amount equal to
110% of the unpaid principal amount of the Debenture along with any interest that has accrued during that period; (ii) if the
redemption is on the 91st day the Debenture is in effect, up to and including the 120th day the Debenture is in effect, then for
an amount equal to 120% of the unpaid principal amount of the Debenture along with any accrued interest; (iii) if the redemption
is on the 121st day the Debenture is in effect, up to and including the 180th day the Debenture is in effect, then for an amount
equal to 125% of the unpaid principal amount of the Debenture along with any accrued interest.
of Default under the Debenture include: any monetary default in the payment of principal of or interest on the Debenture; if the
Company shall be subject to a Bankruptcy Event; a default under a separate financial obligation or a judgment greater in amount
than $10,000; if the Company fails to file with the Commission any required annual or quarterly reports under Section 13 or 15(d)
of the Exchange Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable); and bankruptcy or
reorganization of the Company or a Significant Subsidiary.
If any Event of Default occurs, then the outstanding principal amount of the Debenture, plus accrued but unpaid interest, liquidated
damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election
by notice in writing to Company, immediately due and payable in cash at the Mandatory Default Amount. After the occurrence of
any Event of Default that results in the eventual acceleration of the Debenture, the interest rate on this Debenture shall accrue
at an annual interest rate equal to 12% in excess of the Interest Rate, plus a one-time 10% penalty on the then-outstanding balance
of the Debenture.
to BlueHawk Capital LLC Convertible Promissory Note
Company is party to a Convertible Promissory Note dated November 24, 2017, issued to BlueHawk Capital LLC (“Blue Hawk”),
in the principal amount of $65,000 (the “Convertible Note”). Pursuant to a June 14, 2018 amendment to the Convertible
Note, Blue Hawk agreed to extend the Maturity Date of the Convertible Note to July 10, 2018, in exchange for increasing the applicable
prepayment penalty under the Convertible Note from 125% to 135%.
foregoing description of the Convertible Debenture, SECURITIES PURCHASE AGREEMENT and CONVERTIBLE NOTE AMENDMENT DOES not purport
to be complete and IS qualified in ITS entirety by reference to the FORMS OF DEBENTURE, SECURITIES PURCHASE AGREEMENT AND AMENDMENT
filed as AN Exhibit to this Current Report on Form 8-K WHICH are incorporated herein by reference. DEFINED TERMS USED IN THE DESCRIPTIONS
OF SUCH INSTRUMENTS AND AGREEMENTS IN THIS CURRENT REPORT SHALL HAVE THE MEANING PROVIDED IN THE RESPECTIVE DEBENTURE, SECURITIES
PURCHASE AGREEMENT AND AMENDMENT, UNLESS SPECIFICALLY DEFINED ABOVE IN THIS REPORT.
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
information set forth under Item 1.01of this Current Report on Form 8-K is incorporated by reference herein.
3.02. Unregistered Sale of Equity Securities.
following table sets forth the sales of unregistered securities since the Company’s last report filed under this item.
||Title and Amount(1)||
||Total Offering Price/ Underwriting Discounts|| |
|June 14, 2018||
||Convertible Promissory Debenture in the principal amount of $157,500 issued to Bellridge Capital, LP||
The issuances of securities to lenders and investors are viewed by the Company as exempt from registration under the Securities
Act of 1933, as amended (“Securities Act”), alternatively, as transactions either not involving any public offering,
or as exempt under the provisions of Regulation D promulgated by the SEC under the Securities Act.
9.01 Financial Statements and Exhibits.
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.
June 18, 2018
Telander, Chief Executive Officer|