Current Report Filing (8-k)
November 22 2016 - 4:33PM
Edgar (US Regulatory)
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): November 17, 2016
EVANS
BREWING COMPANY, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-54995
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46-3031328
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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3815
S. Main Street, Santa Ana, CA
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92707
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (714) 708-0082
N/A
(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
3.02. Unregistered Sales of Equity Securities.
As
previously reported, on September 16, 2016, Evans Brewing Company, Inc. (the “Company”) and Kodiak Capital Group,
LLC (the “Investor”) entered into an Amended and Restated Equity Purchase Agreement (the “Restated Purchase
Agreement”) governing the terms of an equity investment by the Investor in the Company (the “Kodiak Financing”).
Pursuant to the Restated Purchase Agreement, the Investor agreed to purchase up to $1,000,000 of the Company’s common stock
at a price equal to 70% of the lowest daily volume weighted average price of the Company’s common stock.
On
November 17, 2016, the Company closed a put under the Restated Purchase Agreement pursuant to which the Company issued 25,000
shares of the Company’s common stock to the Investor for a purchase price of $43,750, or $1.75 per share, based on the formula
described above.
The
shares of common stock were issued to the Investor under the Restated Purchase Agreement without registration under the 1933 Act
in reliance on Section 4(2) of the 1933 Act and the rules and regulations promulgated thereunder, including Regulation D. The
issuance was made in connection with a private offering under the Restated Purchase Agreement, and no public solicitation or offering
was made. Resales of the shares by the Investor have been registered under a registration statement on Form S-1. The Investor
is identified as an underwriter in the registration statement with respect to the shares it receives in connection with the Restated
Purchase Agreement.
The
Company will use the proceeds of the November 17, 2016 put for general corporate purposes including working capital.
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.
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EVANS
BREWING COMPANY, INC.
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(Registrant)
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Dated: November
22, 2016
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/s/
MICHAEL J. RAPPORT
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Michael
J. Rapport, Chief Executive Officer
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