Current Report Filing (8-k)
October 30 2015 - 1:53PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 30, 2015
WESTERN GRAPHITE INC.
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(Exact Name of Registrant as Specified in Its
Charter)
| Nevada |
|
000-54665 |
|
20-8055672 |
| (State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
1668 Prospect Avenue, East Meadow, New York
11554
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(Address of Principal Executive Offices) (Zip
Code)
Registrant's telephone
number, including area code: (781) 690-7807
Prepared By:
Sunny J. Barkats, Esq.
JSBarkats, PLLC
18 East 41st Street, 19th
Floor
New York, NY 10017
P: (646) 502-7001
F: (646) 607-5544
www.JSBarkats.com
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
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| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Section 1. Registrant’s
Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On October 30,
2015, Western Graphite Inc. (the “Company”) entered into a binding Master Equity Purchase Agreement - Term Sheet (the
“Term Sheet”) with Atmosphere Global LLC (“Atmosphere”), a fully-operating company. Atmosphere, based
in Chicago, IL, developed a proprietary formula for an ecofriendly product that serves as a cleaner, sanitizer and odor eliminator
under the ATMOSPHERE label and has applications in numerous industries including, but not limited to, agribusiness, food processing,
waste water, industrial and commercial cleaning, transportation waste and waste water, boating and marine and mining. ATMOSPHERE
Odor Control works by deconstructing (not just masking) harmful gasses and, at the same time, bringing pollutants to a neutral
pH, thus improving the environment. One important application that makes ATMOSPHERE a unique and important addition to farming
is ATMOSPHERE’s use in the CAFO (Concentrated Animal Feeding Operation for Hogs, Chicken or Dairy). ATMOSPHERE will eliminate
Ammonia and Hydrogen Sulfide in the air when misted and tests are underway to validate that ATMOSPHERE can scrub the discharge
air killing pathogens that plague livestock farming such as Avian Bird Flu, PRRS, PEDV, Salmonella, Camphobacter and E Coli.
The Term Sheet
sets forth a two-phase acquisition by the Company of Atmosphere’s equity. Phase One involves the Company’s purchase,
with certain restrictions, of 20% of the equity of Atmosphere as well as an advisory board seat in consideration for Class B Membership
Units equal to 52% of Atmosphere. Phase Two involves the Company’s purchase of Class B Membership Interests equal to 12%
of the equity of Atmosphere in consideration of $1.5M funded in four tranches.
Item 9.01 Financial Statements
and Exhibits
Exhibits:
Exhibit 1.01: Master Equity Purchase
Agreement - Term Sheet
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.
| Date: October
30, 2015 |
Western Graphite Inc. |
| |
|
| |
By: /s/ Jennifer
Andersen |
| |
Jennifer Andersen |
| |
Chief Executive Officer |
Exhibit 1.01
TERM SHEET
MASTER EQUITY PURCHASE
AGREEMENT
| Company |
Atmosphere Global LLC, (the “Company”). |
| |
|
| Investor |
WSGP [Western graphite
Inc.] |
| |
|
| Terms |
Two Phase
Acquisition of Company equity; Company holds
exclusive license Agreement for a Green Biodegradable Cleaning solution technology. |
| |
|
| Consideration Phase One |
an aggregate of 20% of the equity of
the public company shall be granted to Company and an advisory board seat in consideration for Class B Memberships Units equal
to 52% of the Company. The Company and WSGP will sign a redemption agreement pursuant to which the Company will be able to
redeem all of the Membership Units purchased by WSGP in Phase One for the cost of all the equity the Company received in WSGP
in Phase One. WSGP will be restricted from selling, transferring or encumbering the AG equity received as part of Phase One.
AG can trigger a redemption at any time if there is a material adverse change in the business or operations of
WSGP. |
| |
|
| Consideration Phase Two
|
WSGP will execute a Subscription Agreement
with Atmosphere Global, LLC. for the purchase of Class B Membership Interest equal to 12% of the Company (on a fully diluted
basis determined prior to Phase One such that WSGP has 12% of the Company after the Phase One redemption is triggered) in
consideration of $1.5M funded in 4 tranches, each purchasing 3% of the Company and each installment is equal and shall be
paid as follows: (i) $375,000 of which $75,000 will be funded within to meet the most urgent operating and business development
expenses and $300,000 within the latest of 6 months or the up-listing into a national exchange; (ii) $375,000 within 3
months of the first payment, (iii) an additional $375,000 within 3 months of the second payment and finally, (iv) $375,000
upon AGI obtaining the EPA approvals for the use of the technology. |
| Additional Costs/Fees |
WSGP Attorney’s, will draft all the documents
set forth below and will receive legal fees not to exceed $25,500. All legal fees for WSGP
attorneys to be
paid by WSGP.
AG legal counsel
to receive $5,000 for review and negotiation of all documentation. AG
will pay legal fees from proceeds of the first tranche funding. |
| |
|
| Documentation |
The definitive documentation shall
contain such additional
provisions, including without limitation representations, warranties, covenants, agreements
and remedies, as the investor may reasonably request. Documents may include some or all of the following: |
| |
-Equity Purchase Agreement for Phase
One |
| |
- Equity Purchase Agreement for Phase
Two Subscription Agreement |
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-Board Resolutions |
| |
-Redemption
Agreement |
| Confidentiality |
The Company
and all of
their control persons,
agree that it
will not disclose, and will not include in any public announcement, the
name of the investor, unless expressly agreed to by the investor or unless and until such disclosure is required by law or
applicable regulation, and then only to the extent of such requirement. |
| |
|
| Legal Fees and Expenses |
WSGP shall bear the legal expenses respect to the proposed
financing, which shall not exceed $25,500. |
| |
|
| Governing Law and |
New York law and New York
Courts (New York County).
Jurisdiction |
| |
|
| Closing Date |
On or about October 30, 2015. This term sheet expires at
5:00 pm New York City time,
on November 4, 2015 |
This
proposed preliminary term sheet constitutes an indication of interest for discussion purposes
and preparation of definitive agreements only. These terms are
likely to change based on the share structure, debt, and other matters associated with Atmosphere Global, LLC. This is
not a binding until and unless definitive agreements are executed by the
parties.
Atmosphere
Global, LLC
| Accepted and Agreed |
|
Accepted and Agreed |
| |
|
|
|
|
| By: |
/s/ Shane Ornsby |
|
By: |
/s/ Jenni Andersen |
| Name: |
Shane Ornsby |
|
Name: |
Jenni Andersen |
| Title: |
President |
|
Title: |
CEO |
| Date: |
10-30-2015 |
|
Date: |
10-30-2015 |