Attached files

file filename
EX-10.16 - FORM OF SECURITIES PURCHASE AGREEMENT BETWEEN U.S. RARE EARTH MINERALS, INC. AND - BIOXYTRAN, INCf8k102518ex10-16_usrareearth.htm
EX-10.15 - FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN U.S. RARE EARTH MINERALS, INC. AND - BIOXYTRAN, INCf8k102518ex10-15_usrareearth.htm
EX-10.14 - FORM OF WARRANT OF DATED OCTOBER 24, 2018 - BIOXYTRAN, INCf8k102518ex10-14_usrareearth.htm
EX-10.13 - FORM OF SECURITY AGREEMENT DATED OCTOBER 24, 2018, BETWEEN U.S. RARE EARTH MINER - BIOXYTRAN, INCf8k102518ex10-13_usrareearth.htm
EX-10.12 - FORM OF $250,000 SENIOR SECURED PROMISSORY NOTE, DATED OCTOBER 24, 2018, OF U.S. - BIOXYTRAN, INCf8k102518ex10-12_usrareearth.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 (Date of earliest event reported) October 25, 2018

 

U.S. RARE EARTH MINERALS, INC.

(Exact Name if Business Issuer as specified in its Charter)

 

Nevada   26-2797630
(State or other Jurisdiction
of Incorporation)
  (IRS Employer
Identification Number)

 

   

C/O BIOXYTRAN, INC.

233 Needham Street, 
Suite 300 

Newton MA, 02464

   
    (Address of principal executive offices, including zip code)    

 

(617) 494-1199

 

(Registrant's telephone number including area code)

 

 

 

(Former Address, if Changed Since the 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 1 4a- 12 under the Exchange Act (17 CFR 240.1 4a- 12)

 

Pre-commencement communications pursuant to Rule 1 4d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b))

 

Pre-commencement communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))

 

Indicate 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).

 

Emerging growth company ☐

 

If 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. ☐

 

 

 

 

 

 

Item 1.01. Entry Into a Material Definitive Agreement.

 

Item 2.03 is incorporated by reference herein.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On October 25, 2018 U.S. Rare Earth Minerals, Inc. (the “Company”) entered into a $250,000 Senior Secured Promissory Note, dated October 24, 2018 at an interest rate of 8% per annum, maturing on October 24, 2019 (the “Maturity Date”). The Note is convertible into common stock of the Company, par value $.001 per share (the “Common Stock”) at any time after the earlier of: (i) 180 days from the date of the Note or (ii) upon effective date of a registration statement. The conversion price of the Note is equal to the lesser of : (i) the lowest trading price for the twenty-day period prior to the date of the Note or (ii) 65% of the average of the three lowest trading prices during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Company may prepay the Note at any time at a rate of 120% of outstanding principal and interest during the first 90 days it is outstanding and 130% of outstanding principal and interest for the next 90 days thereafter. Thereafter the prepayment amount increases 5% for each thirty-day period until 270 days from the issue date at which time it is fixed at 150% of the outstanding principal and interest on the Note.

 

The Note was issued to Acutus Fund, LLC (the “Lender”) pursuant to a Securities Purchase Agreement, dated October 24, 2018, between the Lender and the Company (the “Purchase Agreement”). The Purchase Agreement contains provisions for additional borrowing of up to $250,000, a due diligence fee of $25,000 due on each funding and customary representations, warranties and covenants including limitations on additional debt, a right of first refusal for 18 months, Common Stock reserve coverage, and pricing resets for offerings by the Company at a lower conversion price per share.

 

The Note is secured pursuant to a Security Agreement between the Company and Lender, dated October 24, 2018 (the “Security Agreement”), securing all of the assets of the Company and its subsidiaries until such time as a registration statement registering the Common Stock underlying the Warrant and Note of the Lender becomes effective, at which time it terminates.

 

The Company issued the Lender a five-year warrant (the “Warrant”) to purchase 208,333 shares of Common Stock of the Company at an exercise price of $.60 per share, as adjusted for reorganizations, dividends, and offerings at prices lower than the exercise price. The Warrant contains cashless exercise provisions at the option of the Lender.

 

The Lender is limited to holding a total of 4.99% of the issued and outstanding Common Stock of the Company under terms of the Note and Warrant.

 

The Common Stock underlying the Warrant and the Note, when issued, shall bear a restrictive legend unless otherwise registered, eligible for resale under Rule 144 promulgated by the Securities and Exchange Commission (the “Commission”) or by another resale exemption from registration.

 

1

 

 

The Company granted the Lender demand and piggyback registration rights pursuant to a Registration Rights Agreement, dated October 24, 2018 (the “Registration Rights Agreement”) whereby the Common Stock underlying the Note and the Warrant is required be included in a registration statement filed with the Commission no later than 45 days, and become effective 180 days, from the date Registration Rights Agreement, subject to any limitation under Rule 415.

 

The foregoing descriptions of the Purchase Agreement, the Note, the Security Agreement, the Warrant and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the form of each of such document which are filed as Exhibits 10.12 through 10.16  to this Current Report on Form 8-K and incorporated herein by reference.  

 

Item 3.02. Unregistered Sales

 

Item 2.03 is incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit    
Number   Description
     
10.12   Form of $250,000 Senior Secured Promissory Note, dated October 24, 2018, of U.S. Rare Earth Minerals, Inc. and Acutus Fund, LLC, dated October 24, 2018.
     
10.13   Form of Security Agreement dated October 24, 2018,  between U.S. Rare Earth Minerals, Inc., and Acutus Fund, LLC, dated October 24, 2018.
     
10.14   Form of Warrant of dated October 24, 2018
     
10.15   Form of Registration Rights Agreement between U.S. Rare Earth Minerals, Inc. and Acutus Fund, LLC, dated October 24, 2018.
     
10.16   Form of Securities Purchase Agreement between U.S. Rare Earth Minerals, Inc. and Acutus Fund, LLC, dated October 24, 2018.

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  U.S. RARE EARTH MINERALS, INC.
     
  By: /s/ David Platt
    Name: Dr. David Platt
    Title: President and Chief Executive Officer

 

Dated:  October 30, 2018

 

3